The Animorphs Enter the Beast Wars
by Gaz42
Summary: A crazy mission sends the Animorphs back to the Beast Wars. My first attempt at a fanfic. Part 5, 6, 8, 12, 20, 22 have been updated.
1. Jake

**Disclaimer:** I do not own Animorphs or the Beast Wars. **About:** This takes place Animorph-wise, around the time Tobias gets his morphing power back. Beast Wars-wise this is around Season 1. I love the original best. This is my first attempt at fanfiction. 

**JAKE:**

My name is Jake. I can't tell you my last name or where I live. I wish I could because that would mean I was just a normal kid. Though, I'm hardly a normal kid anymore. That stopped the night a dying Andalite prince gave my four friends and me the power to change our shape.

We're the only fighting force on Earth standing up against the Yeerk invasion. Five teenaged kids, one of them trapped in the body of a hawk, and an alien. Ax is the only surviving member of an Andalite Dome ship that was fighting the Yeerks above Earth. It was his brother that gave us the power to morph. Gave his life to save us. Now we fight.

Six kids against hundreds of human-controllers, which are humans infested by Yeerks. Those are gray slugs that take over your brain and control your body. There are also Taxxons, Hork-Bajir and Visser Three himself. Visser Three is the Yeerk in charge of Earth's invasion. The only Yeerk to infest an Andalite body. It was enough to make a normal person curl up and cry. But, like I said, we weren't quite normal anymore.

Which was why, for just a few moments I was trying to focus on the video game in front of me and ignore Marco's comments.

"Hey, Jake!" Marco said, "You better pay attention because I'm about to kick your butt!"

"I don't think so!" I replied with a laugh, "Looks like I just passed you."

"What? No way."

Marco became so absorbed in the game that he failed to notice Tobias land on the open windowsill.

_Who's winning?_ Tobias asked.

"Aaah!" Marco exclaimed in reaction to Tobias' arrival. Then he looked at the screen and groaned.

_I assume that means Marco WAS winning._ Tobias commented.

I turned the game off and looked at Tobias. Somehow his appearance made me nervous. I was getting the feeling that he was not there for a friendly chat.

"What's up, Tobias?" I asked. "This isn't a casual visit, is it?"

_I wish it were,_ Tobias replied. _ I'm gathering up everyone. Meet at the woods by Cassie's barn._

"When?" Marco asked.

_Now. _ Tobias replied as he flew away.

"Man," sighed Marco, "I was hoping to go through at least one day without hearing the words Yeerk or mission."

Marco motioned toward the window. "Shall we?"

"No," I said, "My parents, remember? We have to walk."

If Marco and I just suddenly vanished from my room there would be suspicion all around. Especially if Tom caught word. Tom, my older brother, is a controller, so I can't afford to take any risks.

The walk to Cassie's barn was done in silence. I suppose both Marco and I were trying to figure out what the commotion was all about. Tobias had seemed pretty agitated and the way he had said "now" made me want to freak out. This was something serious.

Rachel was already in the barn, she's my cousin and people say she's really pretty. Though Rachel has the mind of a warrior. Marco calls her Xena to grate her nerves, but maybe he's right.

Cassie, as usual, was tending to animals in cages. I try to keep it from the others but I like Cassie. As in _like_. Cassie's parents are veterinarians. Her father runs a clinic in the barn and Cassie helps out with that a lot. She's also the best morpher in the group.

"Good, you're here," Rachel said. "Now let's go find out what Tobias called us for."

"Whatever it is," Cassie said, "it already worries me."

I nodded in agreement as we walked toward the woods where we would meet Ax and Tobias.

The woods are the only real safe place to hide Ax. Andalites tend to stand out in a crowd of humans. A mix of a blue-tan centaur and scorpion with more fingers and eyes than usual, oh and no mouth, Andalites get noticed.

When we arrived in the woods, Ax was already there. For some reason that concerned me most of all. Usually we had to wait a minute or two for Ax to arrive.

_Prince Jake, everyone,_ Ax greeted us

For the moment I didn't bother to remind Ax not to call me Prince Jake. At that moment I had noticed we weren't entirely alone. Erek was also there, that had to mean trouble.

Erek is a member of a race called the Chee. They're androids that resemble dogs. They were made by an extinct race called the Pemelites. They are also completely non-violent.

"What's up, Erek?" Marco asked. They sort of knew each other.

"Nothing good," Erek said. "I apologize for rushing you, but this is important."


	2. Marco

**Disclaimer:** I do not own Animorphs or the Beast Wars. 

**MARCO:**

My name is Marco. I won't repeat anything Jake said. I'll just say that Jake and I have been friends for a long time. Also, I was the one who came up with the name Animorpohs. Pretty cool, huh? Did I mention that girls say I'm incredibly cute? Well...maybe not yet. But they will!

My day had been going pretty good until Tobias had shown up and announced the emergency meeting. It seemed like I would finally get to go through a day without worrying about the Yeerks. Guess I'm not that lucky.

"So?" Rachel demanded. "What is it?"

"Over the past few days I've heard some of the higher up controllers talking about a project nearing completion," said Erek.

I didn't like this already.

"They must be at a crucial stage because Visser Three has been more irritable than normal," Erek continued.

"Look, man," I said, "just tell us what it is."

Erek hesitated, the human hologram he projected appeared to be embarrassed. He apparently thought this was important but was afraid we would not believe him.

"The Controllers I managed to overhear said something about a time travel device," Erek said.

No one spoke for a long, awkward moment. The idea was just so absurd! How would they build a thing like that? Yet, at the same time, it was a terrifying idea.

_What would the Yeerks want with a time machine?_ Tobias mused.

_How could the Yeerks build such a device?_ Ax wondered grumpily. _ Their technology is not that advanced. Even if they do have it, it most likely will not work._

"The most important question is," Jake said. "What would they do with it? I can't think of any reason for them to go through so much trouble."

This was absolutely insane. Instead of playing video games, I was out in the woods trying to figure out why the Yeerks would want to jump through time. Like Ax, I doubted it was a real threat. Though Ax's Andalite pride had been damaged. He obviously hated the idea that the Yeerks could come up with something before the Andalites.

I was starting to get frustrated. There was no reason I could think of for the Yeerks to possibly want a time machine. I could think of a few reasons why I would want one. Like, there was this one test that I really could have done better on.

Apparently Cassie had thought of an idea because her eyes went wide.

"What if," she said, "what if they want to go back in time and destroy the dome ship with Elfangor on it before it reaches Earth?"

"It makes sense," said Erek, "but what would that accomplish?"

I was the one who got it first. "No Andalite bandits to get in the way. Elfangor would never have given us the power to morph, though Visser Three doesn't know that."

_He would be changing a lot more than he thinks._ Tobias said.

Rachel was starting to look angry, and that made me feel nervous. I had a feeling what she was going to say.

"I've heard enough!" she snapped. "If the Yeerks really have a time machine, we have to go destroy it!"

"Well, fearless leader?" I asked, looking at Jake.

Jake looked thoughtful. "Part of me thinks this is some elaborate deception. Something to lure the "Andalite bandits" where they can catch them."

"Jake, don't say it," I said warningly. I had a feeling what was coming.

Jake glared at me and said, "Let's take a vote."

Right on cue Rachel exclaimed, "I'm in!"

_I'll do what I can._ Tobias said. As a hawk he's limited to how much he can do, and I think that bugs him a lot sometimes. He wants to be more useful. Though he recently did regain the power to morph, but he doesn't have many morphs yet.

_I will do what Prince Jake orders,_ Ax said. That wasn't a big surprise.

"Ax," said Jake, "I've told you not to call me Prince Jake."

_Yes, Prince Jake,_ was Ax's reply.

Jake looked at Cassie. Being the peaceful, nature-lover, she's usually not too keen on missions. Though for different reasons than me. However, ever since I've learned about my mother, I've had a different attitude about missions.

"If I'm right then this mission may be more important than any of the others," Cassie said, "I vote yes."

"Oh, man!" I said. "Alright. I vote yes."

"That makes it unanimous," said Jake. "Any idea about when they'll be finished, Erek?"

Erek shook his head. "I was lucky to find out as much as I did. If Visser Three knew that anyone had been talking about the project they'd be killed. That's how secret this is."

Jake sighed. "That means we have to go tonight."

That did it. Another mission that we weren't prepared for and knew practically nothing about. Just as long as it didn't involve an insect morph, I would be happy.


	3. Cassie

**Disclaimer:** I do not own Animorphs or the Beast Wars. 

**CASSIE:**

My name is Cassie. Marco probably said that I was the nature-lover of the group. I suppose that may be true. I do love animals, though I was practically raised with them. Both of my parents are veterinarians.

At that moment my head was swimming. If the story was true that the Yeerks had a time machine, that meant trouble for everyone. Especially the Animorphs.

Everyone had left for the moment. We still had normal things to do like homework and chores. Mine involved tending to some more animals in the barn. Though my mind was mostly distracted as I bandaged and medicated various raccoons, birds and deer.

In my head I was making a list of all the things that would be different if we had never become Animorphs. Tobias would still be human, that was something of a plus. However, if I was right, then Ax would end up dying on the Dome ship with his brother and it would have been in vain. At least when Elfangor died he gave Earth a chance.

The time travel device was located in a guarded building down town. That meant, to Marco's dismay, in order to get inside we had to go either fly or cockroach. From there we hoped there would be an empty room where we could go into our battle morphs.

That night I had to do something I absolutely hate to do. I had to lie to my parents. Unfortunately, lying has become a necessity. I longed for the day when the war with the Yeerks would be over so I could come clean to my parents. Just sit down with them and say, "I've been lying to you a lot and this is why…"

I had to ask them permission to spend the night at Rachel's house. Rachel was supposed to be asking her mom if she could spend the night at my house. Marco and Jake were doing the same thing about each other's houses. My stomach twisted as my parents said it was okay. They were unaware that they were really giving me permission to go on a life-threatening mission to stop the Yeerks from finishing a supposed time machine.

Walking out the door that evening with an overnight bag didn't make me feel any better. I walked towards the woods, the chosen meeting place, and wondered how may of the others were already there. Everyone was there except for Tobias, Ax and Rachel.

When Rachel arrived a few minutes later, she was carrying an overnight bag like everyone else. Shortly afterwards Tobias landed on a low branch and Ax came trotting out of the deep part of the woods. Everyone was on edge, hoping this mission wasn't just one big trap.

"Alright," Jake said after a moment, "let's get this over with."

We all stripped down to our morphing outfits and put our clothes into our overnight bags. The bags were stashed under a large bush.

The plan was we would morph into flies and ride on Tobias to the building. From there we would find a way in and then a private place to go into our battle morphs. The question on everyone's mind was how many controllers would there be? In the past we had had some close calls because we were largely outnumbered. A few of us have even come close to death because of it.

Everyone faced away from each other when they started morphing. Most of the time watching morphing is not fun because the change is not a pretty one. That goes double when morphing a fly. The extra legs pop out, the eyes bulge and then there's the shrinking. You swear at first that you're falling and will never touch the ground again.

Once in morph I felt the fly's instincts come, but I could control them since we had done the morph before.

_Be sure to stay away from the dog poop, boys and girls,_ Marco said.

Before anyone could answer, there was a rush of wind and a slight thud. That would be Tobias landing so we could get on his back.

_All aboard Red-Tail Airlines,_ Tobias announced. _One-Way trip to Yeerkville._

_Can I get a refund on my ticket?_ Marco asked.

_What do you need a ticket for?_ Ax asked. Marco's sense of humor often confused him.

_Okay, enough of that,_ said Jake; trying to sound like the leader everyone claimed he was. _Everyone on._

We all flew over and landed on the area around Tobias' neck. It was probably the place were we would be least likely to get thrown off. At least, that's how it worked before.

_Hold on,_ Tobias warned.

There was the sudden sensation of movement as Tobias pumped his wings and rose into the air

I was wondering, Marco said suddenly. _ If a radioactive fly bit you…what sort of powers would you have? I mean…aside from the ability to detect dog poop from a mile away._

_Marco, only you would think about something like that,_ Rachel said.

_Hey, it's either that or thinking about if this whole mission is insane,_ Marco replied almost defensively.

Before anyone could say anything, Tobias announced, _We're here. I'm going to fly around and see if there are any open windows._

_Any guards? _ Jake asked.

_There are a couple of guys by the front door,_ Tobias replied. _And there are six armed controllers on the roof._

_Prince Jake,_ said Ax, _ it would be safe to assume that there will be Hork-Bajir controllers inside the building. More than likely there will be Taxxons as well._

Everyone was quiet. The Hork-Bajir, according to Ax, had been a peaceful race before the Yeerks enslaved every single one. They were tall and had blades on their elbows, knees, tails and horns on their heads. Taxxons were more terrifying. Taxxons were like enormous centipedes with huge mouths and jelly-like eyes. We had almost been lunch for a Taxxon once; I'm certain that was the one memory everyone was recalling at that point. We had been in insect morph then as well.

_I see an open window, _ said Tobias. _ It's an empty room. I'm going to get closer. Be ready to jump off._

I could feel all my nerves start to act up. If it was possible, I would feel sick to my fly stomach. Part of me had a bad feeling about all of this, but I was afraid to say anything. The others would just say I was nervous, which I was, but this was something else entirely.

_It'll be fine,_ Jake said to me privately. That was the nice thing about thought-speak. You could direct it to whomever you wanted.

_I hope so,_ I replied.


	4. Rachel

**Disclaimer:** I do not own Animorphs or the Beast Wars. 

**RACHEL:**

My name is Rachel. I'm Jake's cousin, and Cassie's best friend. Marco calls me Xena, and maybe he's right to call me that. Xena is my kind of girl. As Cassie told you, we were in fly morph riding on Tobias, a boy trapped in hawk form, getting ready to stop evil slugs from using a time machine that an android told us they had. It sounded ridiculous, but this was part of my life now.

_Now!_ Tobias shouted.

_Let's do it! _ I exclaimed. It was the sort of thing people expected me to say.

If someone had been looking really hard, maybe with binoculars, they would have seen five flies jump off a red-tailed hawk. It's a good thing that didn't happen, because it would have been a controller who saw us and then the mission would be over before it really got started.

_You're heading in the right direction,_ Tobias said. _ Just keep heading straight. The door is shut and the lights are off, so you should be okay. Just don't make loud noises. I'll be in a tree nearby if you need me._

I could tell we were getting closer because there was a sudden cool breeze. Probably coming from the window where the air conditioning was. We followed it into a dark room, though most things looked dark to us.

_Ax,_ Jake said. _ You demorph first and make sure everything is clear._

From fly perspective it was hard to tell about the room, but it was clear that Ax was demorphing. Suddenly something big was sprouting from the middle of the group.

_There is no one in the room, Prince Jake,_ Ax announced after a moment.

_Okay,_ Jake said. _Demorph and then go straight to battle morph._

_Rachel,_ said Marco quickly. _ Don't you dare say it._

I paused for a moment then said, _Let's do it._

Marco's groan of annoyance was very satisfying.

I focused my mind on a mental image of myself and almost immediately I felt myself begin to grow. Internal organs and bones that had been gone reappeared, extra legs vanished and my eyes altered to normal human size and shape.

After a brief moment I closed my eyes and focused on my chosen morph for fighting Yeerks. It was the powerful, almost unstoppable form of the grizzly bear. First my body began to cover over with shaggy, brown fur. After that my bones and organs started rearranging. The sickening crunches, snaps and slurps were enough to make you sick. My face began to bulge into a muzzle. And as I began to grow, I dropped to all fours. A moment later I was a grizzly bear and I felt invincible.

Using my nose, since my eyesight was pretty weak, I could smell a wolf, tiger, gorilla and something alien to my grizzly nose. That one would be Ax.

_Look for the room that's most guarded,_ said Jake. _My guess is that is where the machine will be._

Let's go! I yelled.

HWWWRRRROOOOAAARRR!!!!!

With a deafening roar I used all my eight hundred pounds to burst through the door. It didn't take very long for the Yeerks to figure out what was going on.

"It's the Andalite bandits!" I heard a voice yell.

As we ran forward I swiped a massive paw and knocked at least two controllers out of my way.

Jake pounced on a controller and kept going. Ax's tail blade was flashing faster than the eye could see. Marco was using his massive fists to plow the way clear. So far so good, but then again…we hadn't come across any Hork-Bajir yet.

_Prince Jake! _ Ax exclaimed. _ I see a room with eight Hork-Bajir outside the door._

_All right,_ said Jake. _ Let's head for that one._

I ran for the nearest Hork-Bajir. I'm pretty sure even Yeerks must get nervous at the sight of a charging bear. As I was taking a swipe at the Hork-Bajir controller, it took a swipe at me with one of its elbow blades. As far as I knew it only grazed some fur. I, on the other hand, knocked the Hork-Bajir controller right into one of it's buddies, and both of them fell to the ground where Marco gave them a swift punch to the head.

_How many left?_ Jake asked.

_I think I just got the last one,_ Cassie replied.

_Marco, Rachel, would one of you mind getting the door? _ Jake said.

_Oh!_ Marco exclaimed. _Let me! Rachel gets to do it most of the time._

Marco barreled forward and swung a massive fist. The door went flying and we piled inside the room. It was a lot larger than we had expected! It was the size of an auditorium. There were computers and different sorts of scientific equipment. Many of which I had never seen before on this planet…

Near the center of the room was a table with a cube-like device on top. Surrounding it was human-controllers in lab coats, and various controllers like Hork-Bajir, Taxxons and more humans. What really made us look again was the Andalite hovering near what I assumed was the time machine. Visser Three, the only Yeerk to take control of an Andalite body. I don't know why I was so surprised. If this project were so important, of course he would be there.

_Stop them you fools! _ Bellowed Visser Three. _The Andalite bandits are here for the device!_

That answered the question about whether or not this was a trap. Apparently the Visser believed that they could really build a time machine!

All at once Hork-Bajir and human controllers were plowing in our direction. Controllers on the other side of the room began firing dracon beams at us.

_Watch out for the dracon beams!_ Jake instructed. As if we needed to be told.

Hork-Bajir were cutting me as I rammed into them and hit them with my paws and all my weight. None of them seemed serious however.

I heard Jake snarling as he swiped at controllers and leaped using his tiger cunning.

_Aaahh! _ I heard Cassie cry.

_Cassie!_ I exclaimed. _You okay?_

_I think so,_ she replied. _ A dracon beam just grazed my fur. It's not serious._

_Where are all these controllers comin' from?! _ Marco demanded.

I understood what he was saying. It seemed no matter how many controllers we took down there was always an equal number to take their place. The battle was starting to seem hopeless, even to me.

_Maybe we should back out!_ Cassie suggested.

_No way! _ I shouted. _We gotta finish this!_

_Let's keep trying! _ Jake said. _ If we back out now, they'll triple the protection and rush to get this done faster. We're here, and like Rachel said, we have to finish this._

_Prince Jake,_ said Ax. _ If I could get a dracon beam, I could destroy the time device._

_See what you can do, Ax,_ replied Jake. _ But be careful._

Though Ax never got the chance to try out his plan. Because someone else already did that for us, though whoever it was would certainly pay for it later.

_Watch where you're aiming!_ Visser Three yelled. _You could hit the--_

Before Visser Three could finish, there was an explosion and a flash of light so bright it blinded everyone in the room! I couldn't see anything but white, and the grizzly mind didn't like that at all. It was starting to panic, and so was I.

_What's going on?_

_I can't see!_

_Man, I knew this mission was insane!_


	5. The Maximals

**NOTE:** This part has been updated! Same jazz: I own nothing Animorphs or Beast Wars.

THE MAXIMAL BASE:

**THE MAXIMAL BASE:**

It had been a slow day. As far as anyone could tell, there was no drastic activity at the Predicon base.

Rhinox was using the time to check up on some of the computer's systems. Any excuse for making Sentinel better and more efficient. He had designed the system and it worked pretty well, but it could always use more tweaking. When he was trying to install the program that recognized friends and foes, a fight between Rattrap and Dinobot had just about trashed it. The result was the system recognized the Maximals as foes and had gotten locked out of their own base. Rattrap had nearly been scrapped when he went by himself to fix the mess he was partially responsible for

Personality wise, Rhinox was pretty calm. He could handle himself in a fight and had proven that on many occasions against the Preds. However, Rhinox was a peaceful bot and his preferred activity was smelling the flowers or working the ship's computer systems. He was Optimus' closest friend.

Optimus was using the leisure time to catch up on some reading. Optimus was the leader of the Maximals and like Rhinox Optimus was pretty laid back. Despite the fact that they were stranded on an alien planet and constantly trying to fend off the Preds didn't mean he was going to stop the original mission of the crew.

They had been an exploration vessel originally, but right before the crash they had been the closest ship to Megatron's and had to go in pursuit. Both ships had crashed in result to the damage during the firefight they had gotten into above this strange planet they were currently on. Due to the amount of energon they had to assume animal forms so their circuits wouldn't overload and fry. Rhinox was a rhinoceros in alternate form and Optimus' was a gorilla.

During the durations of peace and quiet, Optimus would often explore the area around the ship to learn about the wildlife. He had a curious mind and was eager to find not only the peaceful solution to fights, but to learn all he could from nature.

In fact, when he had been infected by one of Scorponok's cyber bees, which had made him an angry force to be reckoned with, he had used a trick he learned from a flower to lodge the soon-to-detonate bee right where Megatron couldn't reach.

The only one who openly complained about the peace and quiet was Dinobot. He paced the room like a caged tiger at the zoo in his alternate form, a velociraptor. He was irritable and frustrated, in other words, he was himself.

Dinobot had defected from the Predicons shortly after crash landing. He was dissatisfied with how Megatron led the group and was fed up with his idiocy. Dinobot had originally challenged Optimus for leadership of the Maximals, because he believed he would be a better leader. Due to interruption from the Preds, the fight was never really settled, but Dinobot joined the Maximals anyway. At heart he was a warrior and always ready for a fight. Though he was very honorable and always strived to give his opponent a fair chance in combat. Peace and quiet bothered Dinobot because he had nothing to do.

"I am certain that Megatron is plotting something as we sit here," he snarled. "We should attack them now before they have a chance."

Optimus sighed. "I'm not going to go after the Predicons without a good reason."

"They're Preds," said Rattrap as he walked in the room in his rat form. "Dat should be reason enough. Not meaning to agree with chopper face over there."

Dinobot and Rattrap almost never got along. Because he was a former Predicon, Rattrap refused to trust Dinobot. "Once a Pred, always a Pred" was his favorite line concerning Dinobot. Rattrap could also be exceedingly lazy and stubborn when it came time to work. He was often a pain in Optimus' circuits with all his snarky backtalk. Though however much Rattrap questioned orders or made excuses, he could be counted on when it really mattered.

"We just got finished fighting the Predicons," said Rhinox as he turned his chair around. "Optimus has the right idea, we could all use a break."

Dinobot didn't say anything, but growled to show his discontent.

All at once there was a huge flash of light from off in the distance. A second later, Optimus' radio crackled.

"Cheetor to Optimus," said a young voice, "I just saw a…"

"We know," Optimus interrupted. "We saw it too."

"Should I go check it out?" the young Maximal asked eagerly.

"Negative, Cheetor," said Optimus quickly. "Hold your position. Wait for Dinobot and myself. It could be the Predicons."

Optimus had to get out there fast before the young Maximal did something impulsive and rushed off alone. He had done it a few times before, Cheetor was eager to show he could handle tough situations by himself and it usually got him into big trouble. Despite that trouble, Cheetor was eager to do it again later.

"What about me?" asked Rattrap.

"You and Rhinox wait here," instructed Optimus. "We may need backup. Optimus Primal Maximize!"

"Dinobot Maximize!"

In a whir of machinery, Optimus and Dinobot assumed their robot forms and stood on the lift. As it went down they saw a cheetah standing outside the base impatiently. When it saw them coming down it shouted, "Cheetor, Maximize!"

Suddenly there was another robot waiting where the cheetah had been. That was Cheetor, who looked like the robot equivalent of a teenager. He was lanky and appeared to have freckles on his face.

"Do you have coordinates, Cheetor?" Optimus asked when they were closer.

"Sure do, Big Bot," Cheetor replied. "Follow me!"

He was off like a rocket. Optimus and Dinobot had to rush to keep up with him as he sped towards the source of the light.

As they neared the site they heard various roaring sounds and voices yelling in an alien language. When they reached the top of the next hill they saw a sight that made all three of them stop and stare.

At the bottom off the hill they saw a group of animals. One creature in the group they had never seen before. It had four legs, but a torso with arms and a head. It had two extra eyes and a bladed tail that it was striking again and again faster than even they could follow.

Then they saw the ones the animals were fighting against. Some were tall green creatures with blades all over their bodies, long centipede like creatures and….

"Humans!" Cheetor exclaimed quietly. "There are humans down there!"

"Kill the Andalite bandits!" a human shouted.

"Andalite bandits?" Optimus repeated to himself. "Do they mean the animals?"

"Whoever they are," Dinobot growled, "the fight does not seem to be going in their favor."

Optimus saw it was true. Many of the animals were badly injured. He watched as a gorilla charged towards one of the large centipedes and was cut by one of the bladed creatures. It cried out in pain, but kept fighting.

"What do we do, Big Bot?" Cheetor asked. "Should we help them?"

That was when Terrosaur and Waspinator showed up. They too must have seen the flash and were sent by Megatron to investigate.

"What are the fleshy-bots doing?" Waspinator buzzed.

"Deal with the Predicons first!" Optimus yelled.

At the same time a human yelled, "Get the time machine! We must take it back to Visser Three!"

At once, the Maximals and the Predicons noticed the damaged box in the middle of the fight. That must have been what they were fighting over.

"Time machine?!" Terrosaur squawked.

"Megatron would be pleased if we stole it from fleshy-bots."

With a scream Terrosaur fired random shots into the fight. Both sides looked up in confusion at what was going on. The tiger tried to pounce on Terrosaur and one of the bladed creatures tried to hit him, but both missed and landed on each other.

One of the large centipedes was hit and injured. A moment later the other large centipedes were devouring the injured one alive.

In the mass confusion, Terrosaur grabbed and carried off the time machine. Waspinator had taken a hit shot off by Dinobot but that was it.

"That thing has the time machine!" the same human cried. He pointed to a group and said, "Follow me after that thing! The rest of you find Visser Three! Leave the Andalite bandits for now. If the machine is lost, Visser Three will kill us all!"

The aliens and humans ran in their separate directions leaving behind the dead and dying. The animals looked around in confusion as Optimus, Dinobot and Cheetor came down the hill.

Meanwhile the Animorphs were having a discussion.

_What the heck happened?_ Rachel demanded. _We were fighting the Yeerks and suddenly…_

The Maximals all stopped in their tracks.

"What's with those animals? They're not behaving right," Cheetor asked.

"Probably a Predicon trick!" Dinobot exclaimed.

_They can talk!_ Exclaimed Marco.

_Well, of course they can talk, Marco, _Rachel said, slightly annoyed. _Didn't you hear the other ones?_

_I was a little more worried about the Hork-Bajir trying to chop my arm off._

Cassie said, _Ax, how much time do we have left? Some of us are hurt kind of bad._

_There are three of your minutes left._ Ax replied.

_Everyone, demorph now!_ Cassie yelled unexpectedly.

_Can we trust them?_ Rachel asked. _We saw what those other ones did._

_We don't have much of a choice! _Snapped Marco back.

_We're going to get stuck in morph and bleed to death if we don't._ Said Cassie a little harsher than usual. _Demorph! Do it now!_

Full of surprise and confusion, the three Maximals watched as the three animals began to change. Skin and fabric replaced fur. Sizes shifted and limbs shrank and rearranged. Muzzles and snouts shrank into human facial features.

"They're humans!" Cheetor exclaimed.

"They certainly are," Optimus said with equal surprise. "I wonder how they got here."

A short, dark female looked at the group and asked, "Everyone okay?"

_A few scratches, but I am well, Cassie._

A female with long, light colored hair whipped her head around as she scanned the area. "Where's Jake?"

Ax focused his two main eyes on them and his tail flexed defensively. The other two eyes were looking every which way, constantly on the lookout for danger it seemed.

The humans were looking around frantically.

"Where's Jake?" the tall female demanded again.

"I don't know," the dark one said, looking worried. "He was right next to me! He was!"

Optimus tried to take a step closer to the group but like a streak of blue lightening, Ax leaped over and stood between the Maximals and the Animorphs; his tail at the ready. Ax was always set to show he was a brave Andalite warrior.

Optimus raised his hands up and said, "It's alright. We're not going to hurt you. We were actually going to help you when Terrosaur and Waspinator showed up."

"After seeing those other things," replied Marco, "you'll excuse us for not trusting you."

"But you can trust us!" Cheetor protested. "Come back to the base with us. We can help you."

"Optimus," Dinobot snarled, "perhaps we had better…"

Optimus interrupted and said in a peaceful tone, "I think Cheetor's right. You had better come with us."

"And be turned over to the Yeerks?" Marco exclaimed. "I don't think so!"

Suddenly there was a crackle, blue light danced around the forms of the three Maximals and they gave a startled cry.

"What's going on?" asked the dark skinned female, concerned. She looked like she wanted to go forward and help, but was uncertain about what to do.

"Energon build up," Optimus grunted. "Beast mode!"

The Animorphs watched as the three became a gorilla, cheetah and velicoraptor.

The humans all looked surprised, the alien was surprised as well but looked on curiously. A human male with slightly darker skin than the other looked at Optimus' beast mode and nodded in approval. He had been in gorilla form himself.

"We can't turn you over to these…yeerks you mentioned because we don't know what they are!" Cheetor said. "Come on, you can trust us."

"You keep saying that," said Rachel darkly, "but you have yet to give us a reason why we should."

"If you could not trust us," Dinobot snarled, "we would have destroyed you already."

"Cassie, what do you think?" Marco asked.

Cassie's head jerked, she looked pretty upset. "Why are you asking me? Why not Rachel?"

"Rachel's Xena the Warrior Princess, you know that," Marco said.

"Ask Ax or something," Cassie said, "I…I don't know. You know I hate being in charge."

Rachel sighed. "You know what I think. We need to find Jake."

_I agree with Rachel._ Ax said. _We must find Prince Jake._

"We can help you find your companion," Optimus said. "We have a readout of the surrounding areas and units that can take to the air."

"This guy's persistent," Marco whispered to Cassie and Rachel. "I say we morph and ditch 'em."

"Big Bot, I don't think they're goin for it," Cheetor whispered to Optimus.

Meanwhile the whispered conference between the Animorphs continued, but not for much longer.

"So," whispered Marco, "what are we waiting for? Let's go find our fearless leader, the time machine, and then we can go back to our lives."

"We'll take your help," Cassie said suddenly.

"What?" Optimus said.

"What?!" Marco and Rachel exclaimed.

"Cassie," said Marco, "are you insane?!"

"Marco," said Cassie, "we don't know where we are. We don't know anything about those things that took the time machine. It would take a long time to find Jake, and the yeerks could get the machine back before we find him."

"Cassie!" Rachel insisted. "We have no good reason to trust them and Jake wouldn't want us jumping in like this!"

"Jake's not here!" Cassie exclaimed. "We can't guess what he would do. How do you know he wouldn't accept their help?"

Rachel crossed her arms. "I think I know my cousin a little better than you're giving me credit for right now, Cassie. We don't need their help, and we shouldn't trust them."

"You asked me what we should do," Cassie said, "and I say…we accept their help."

"Rachel's right," said Marco. "We can handle this."

"So how do you recommend we start?" Cassie asked.

Rachel jumped in right away. "We split up. Take different directions."

"Well what if we have to go out of though speak range?" Cassie asked. "What if one of us runs into the Yeerks and Visser Three and can't reach the others? What then?"

For once Rachel was stumped, and didn't have a quick reply like she usually did.

"Cassie, you better be sure about this," Rachel said after a long pause.

"I'm not," Cassie admitted, "but what other options do we have?"


	6. At the Maximal Base

NOTE: This part has been updated!

**BACK AT THE MAXIMAL BASE:**

"What da?" blurted a surprised Rattrap when the group returned to base. "What are dose humans doing here?"

On the way back to the base, the Animorphs had gone to bird morph in case the Yeerks popped up and flew back to base. The group was also without shoes and didn't want to walk long distances in bare feet. Ax remained in his Andalite form to keep two eyes on the on the Maximals and two on the horizon. After being certain their area was clear, they demorphed before entering the base.

"And what is that?" asked Rhinox, pointing at Ax.

_I am an Andalite,_ Ax said.

Optimus was hoping that since they were inside and relatively safe from danger he would be able to get the young humans to open up and explain things to him. Such as how they got there and how they came to have such a unique ability for their kind.

"If you don't mind my asking, how did you get here?" asked Optimus. "And how were you able to change into those animals?"

"What?" asked Rhinox confused.

Optimus said, "That is a long story. First, I think introductions are called for."

"You first," Rachel said, her eyes narrow with distrust.

Optimus went around and introduced Rhinox, Cheetor, Dinobot and Rattrap. By now all were in their robot form once again.

"There's another called Tigatron, but he's not around much. Then there is Air Razor," said Optimus. "My name is Optimus Primal, leader of the Maximals. Terrosaur and Waspinator are members of the Predicons."

"Who are the Predicons?" asked Rachel.

"Nothin' but trouble," Rattrap said before anyone else could speak.

"They're trying to get energon from this planet," Optimus explained.

_Energon?_ Ax asked. _There is actually energon here?_

"You know what that is, Ax?" Marco asked.

_I have only heard of it in theory,_ Ax stated. _It is said to be a power source. Though, it could not possibly exist._

"Oh it does," replied Rhinox. "And you're right, it IS a power source."

"You said something about energon before," Cassie said. "Right before you changed."

"The energon builds up and affects our systems when in robot mode outside the ship," Rhinox explained.

"There," said Rattrap as he crossed his arms. He was about as suspicious as Rachel was. "You know about us. Now how about tellin' us who YOU are."

Rachel crossed her arms and said, "Rachel."

The male with an olive completion smirked and said, "But you can call her Xena: Warrior Princess!"

Rachel smiled sweetly. "And that is Marco. But you can call him…"

"Who do they remind you of?" Rhinox muttered.

Optimus smirked as Rattrap said, "Hey!"

Rachel pointed to Cassie and said, "This is Cassie."

"Resident animal lover and tree hugger," Marco piped in.

"Who's the one who's missing?" asked Optimus.

"Jake," said Cassie.

"There's another one?" Rhinox asked.

"Yeah," said Optimus, "and apparently he got separated from them somehow."

"Now, you said something about…yeerks earlier," Optimus continued. "What are yeerks?"

"Gray alien slugs that crawl into your ear, go to your brain and control you," Marco said. "Not that you guys have to worry about them."

Optimus nodded, but did not say anything to interrupt. These young humans were tougher than he had first thought. He still didn't understand how they had gotten where they were and what the strange aliens they were describing had to do with anything.

"The one leading them is Visser Three," Marco

"Visser Three?" Optimus asked. He didn't like the sound of the name, and he noted that the other human's faces grew dark.

_The only Yeerk to control an Andalite body,_ Ax said bitterly.

Rachel crossed her arms. "That's all we'll say on that topic."

"What are you keeping from us?" Rattrap asked.

"Nothing that would matter to you," Rachel snapped, "What's important is finding Jake, and we should be doing that right now."

"And the time machine," added Marco.

"Sure, that too," Rachel said.

_I am curious to know where these robots came from,_ commented Ax in private thought speak. His stalk eyes were roaming the ship, examining everything. Probably trying to see how the technology compared to the Andalites. _And I would like to know how they are able to hear thought-speak. Perhaps they are like the Chee. When we return to our time we should ask Erik what he knows._

"Rachel," said Marco, "think about it. Those other things have the time machine. I'm pretty sure these guys are the only ones who can help us get it back. They know what to expect from them, we don't."

"Marco!" exclaimed Rachel. "Don't you start, they still have given us no reason to trust them."

"Wait," said Optimus. He had been thrown off by the rapid conversation that had been taking place between the humans. "Did you say time machine?"


	7. Checking in with Jake

**JAKE:**

When the white light finally faded away I was definitely not where I had been. There was no secret lab, no yeerks, no Visser Three, but no Animorphs either. I was still inside a building; at least…I think it was a building. The walls were metallic and there were computers on the walls. That might have helped me if the print wasn't in a totally alien language.

I tried to take a step forward and stumbled. I was hurt bad, and probably running out of morph time. Ax wasn't around to tell me exactly how much time had passed, but I thought I better demorph just to be on the safe side. Then I could go small and explore.

At once I felt the change from tiger to human begin. My spine slurped up my tail like spaghetti as my paws melted and split into hands and feet. Shortly after that I was standing in my morphing suit in a strange place.

The best thing to do at that moment was to go to fly morph. I didn't know where I was or who was around. If I ended up here, then the others or the yeerks couldn't be too far away. There was no way I could risk Visser Three or some controller walking in and finding me. It would be tiring, but I began the immediate change to fly morph.

Fly legs burst out of my chest as my eyes grew. Suddenly the floor was coming up to meet me real fast as internal organs disappeared and bones shrank. I waited a moment to be sure my wings and everything else was accounted for before I took off into the air.

I headed straight up towards the ceiling for a vent I thought I had seen. Maybe that way I could be human for a while and not be spotted. I flew up into the opening and then straight for a while. I landed on what I really hoped was solid ground, otherwise my James Bond-like mission would end before it started.

Slowly, to be sure I wouldn't make a loud noise when if I should go crashing down, I began to morph back to human. Fortunately I was right in assuming I was on the floor of the vent. Once all my organs, bones and limbs were accounted for, I slowly began to crawl forward in the vent until I heard voices below me. I looked through a crack to see where the voices were coming from and I couldn't believe my eyes.

You would think that with the yeerks and everything else that nothing would surprise me. Well, what I saw certainly surprised me…a lot.


	8. Predicon Base

NOTE: This part has been updated!

**THE PREDICON BASE:**

Megatron sat in his chair and tried to make sense out of Terrosaur's babbling. He went on and on about animals, humans, strange aliens and a box. Apparently the strange aliens and humans had been fighting the animals for the box.

Megatron was the leader of the Predacons and often of the opinion that he is the only one who can truly appreciate his brilliant ideas. He often speaks them aloud to no one in particular. Personality wise he is tough and charismatic with a head for strategy. As a leader he doesn't tolerate failure from anyone.

Terrorsaur could often be a hassle because he would keep coming up with new ways to try and overthrow Megatron to take over leadership of the Predacons. All of these plans would fail horribly for one reason or the other. If there was one thing he loved though, it was to be the center of attention.

"Why is this box so important?" asked Megatron. He pointed to the damaged object in front of Terrosaur.

Terrosaur beamed and said, "I heard one of the humans say that it was a time travel device! That's probably where the aliens, and that flash of light, came from."

That sparked Megatron's interest. "A time travel device?"

He sat back and rubbed his chin thoughtfully. If this were true, it would be useful to him. The device looked badly damaged, almost as if someone had shot it. The damage to the device did not look too serious and perhaps it could be fixed.

"Scorpanok!" Megatron snapped.

Scorpanok snapped to attention and said, "Yes, Megatron?"

Scorpanok was the second-in-command of the Predacons and very loyal to Megatron. However he could be very dense at times.

Though he was hardly any worse than Waspinator. Waspinator would never win any awards for his brilliance simply because it did not exist. He constantly referred to himself in the third person and had a childish way of speaking. On top of that he often had a "poor me" view of life.

"Take the device to Tarantulas. See if he can fix it," said Megatron. "And be sure to watch him closely."

Scorpanok grabbed the device and marched off to Tarantulas' lair. If that arachnid were left to his own devices he would no doubt fix the device and use it for his own purposes. Whatever those were.

"With that device I could go back in time and win the Beast Wars before they even begin, yeessss!" Megatron crowed to no one.

Meanwhile, outside the ship, hork-bajir, taxxons and human-controllers were gathering. It was the last of the group of controllers who had survived the earlier fight. There were five hork-bajir, four Taxxons and seven humans. The one member of the group who had not been seen or heard from by anyone was Visser Three.

Overhead, an unseen bird circled the area four times and flew away.

Back inside Waspinator was just noting the fact that Terrosaur had completely left him out of the story. However, before he could say anything in his wash of delayed hurt feelings there was an explosion.

"What was that?" demanded Megatron.

Terrosaur ran over to a computer console and punched up an outside camera link. There was the group of aliens and humans that he and Waspinator had encountered earlier. They were firing strange weapons on the Predicon ship.

A moment later a small group joined the others outside. There were now four more Hork-Bajir, two more Taxxons and five more humans.

Meanwhile outside, the controllers were coming together to talk about what their searches had brought up any leads as to Visser Three's or the andalite bandits' locations.

"Where's Visser Three?" demanded the human-controller who fancied himself in charge while Visser Three was absent.

"Can't find him," a Hork-Bajir responded.

The human-controller was slightly glad inside. He was enjoying being in command.

"We'll retrieve the time travel device and then find the Andalite bandits!" the human controller, whose host body was named Robert.

"What about Visser Three?" asked another human-controller.

"He'll be pleased if when we find him we have the device and the bodies of the Andalite bandits!" Robert yelled.

None of the other Yeerks thought to argue because if they failed to retrieve the time travel device, Visser Three would no doubt kill them all for their failure.

"Predicons!" Megatron yelled. "Outside!"

Megatron did not pay attention to the fact that there were four Predicons up against twenty-five controllers with dracon-beams. Not that Megatron knew what dracon-beams were. All he knew was that his ship was under attack and he had to take action.


	9. Jake Explores A Bit

**JAKE:**

What I heard those robots, I guessed that was what they were, what they said shocked me. They had the time machine? How had they gotten a hold of it? Well, however they got it, I don't think I liked the idea of them having it. Especially the big one, I think the others called him Megatron. He definitely seemed to have plans for the time machine.

The spider one had taken it to his lab. All I had to do then was try and locate this lab. Easier said than done, because the vents were like a maze and with any luck I would get discovered. I had to work fast while they were outside the ship fighting. Curiosity wanted to know whom exactly they were fighting, but I didn't have time for that. I needed to find out about the time machine.

I continued to go straight through the vents until I came into a fork in the road. Left or right. It was a gamble and there was no reasonable way to figure it out. So on first impulse I took the right turn and hoped I wouldn't run into trouble.


	10. Controllers Vs Preds

**CONTROLLERS VERSUS PREDS**

Megatron, Terrosaur and Waspinator raced out of the ship and faced the twenty-five aliens that were attacking them. Megatron had not seen the aliens earlier so he took a moment to get a look at them. He noted the creatures Terrosaur had said were covered in blades; there were the large, hideous insect like creatures and the humans.

The controller named Robert stepped forward with his dracon beam leveled. "Give up the time travel device!"

Megatron seemed to consider the demand for a moment. "I do not think so, human," he said.

"Not quite human," Robert replied. "You are clearly outnumbered. What point is there in fighting?

"For one thing," said Megatron, "I do not surrender to humans, nnnooo. Inferno! Black Arachnia! Attack!"

The group of Controllers looked confused. Then a voice from behind yelled, "Defend the colony! Attack the intruders! The royalty commands it!"

When they turned around, a large silver and red predicon was flying toward them, laughing insanely as he fired into the crowd. Not far away a gold and black female predicon was using the spider legs along her arms to fire a machine gun spread.

As half the Controllers turned to face the attack from behind, Terrosaur and Waspinator took to the air and began to fire their weapons into the group.

"Fire!" Robert yelled.

Suddenly there were dracon beams firing left and right. One beam blast burned away two of Black Arachnia's spider arms. She cried out in anger and charged at the Hork-Bajir who had fired at her. With a swift kick she knocked him down even as he swiped a blade and scratched her torso leaving a small gash.

Inferno meanwhile was firing rapidly at the Controllers not seeming to care who or what he hit. As long as he was fighting for the royalty, he was all right.

Meanwhile, inside the base, Scorpanok was still supervising Tarantulas' efforts to repair the time travel device. That was when he heard the battle going on outside the base. Explosions rocked the ship and weapons fire could be heard.

"A battle!" Scorpanok explained. "Megatron will need me!"

"Why don't you go then?" Tarantulas asked as he worked.

"Megatron ordered me to stay here and watch you," Scorpanok said. "He does not trust you to work on this by yourself."

"I am quite aware that Megatron does not trust me," Tarantulas said frankly. "What I mean to say is that what good is this device to Megatron if he gets scrapped during the battle?"

Scorpanok considered the possibility for a moment and reached a conclusion.

"I'm going out to help Megatron," said Scorpanok. "Don't you try anything. Keep working."

As Scorpanok ran off, Tarantulas snickered and said to himself, "Oh I'll keep working, all right."

Outside, Scorpanok joined the fight, but Megatron did not notice because he was too busy fending off the Taxxon that was coming at him. He fired a shot and watched with disgust as the creature burst and the surrounding Taxxons went swarming to devour their fallen comrade.


	11. Tobias

**TOBIAS**

My name is Tobias. I spend my life as a hawk because I stayed over the two-hour time limit set by the Andalite's morphing technology. Only recently did I get the power of morphing back from the Elimist.

I live by a meadow in the same woods where Ax lives. He'll stop by to talk sometimes while the others are in school.

When I learned that the Yeerks were attempting to build a time machine I wanted to go in and help get it from them real bad. Cassie figured if the Yeerks succeeded they would try and eliminate Elfangor before he ever had a chance to get to Earth. Which would pretty much wipe out the Animorphs.

However, aside from my hawk body, I did not really have a battle morph like the others. Jake said that he wanted me outside to keep an eye on things. Though once there I wasn't sure how I was supposed to keep an eye on a fight taking place inside.

Once the fight got started, I found a window and saw the fight taking a bad turn. There were too many Controllers and not enough Animorphs. I was about to break through the window to help when I saw a Hork-Bajir slice Rachel. Before I could do anything though, a dracon beam hit the time machine and there was a flash of bright white light.

Then I found myself in a tree out in the middle of nowhere. There were none of the buildings of downtown in sight. Whatever had happened, the time machine definitely worked. Now all I had to do was find the others.

I took off and picked a direction, since I had no clue where to start. It would help if I knew where I was, or when for that matter.

As I flew I saw a lot of nature and no sign of buildings anywhere. At first guess, I wanted to assume that we had been sent way back to before people. But then again, parts of the area looked a lot like the Savannah in Africa.

Before long I saw two large things fly past. The first thing I spotted was that one of them had the time travel device! It was only then that I also noticed the things were…robots.

_Robots?!_ I said to myself. _Yeerks, Andalites, the Elimist, now robots?! What next?_

I soared above on thermals while I tried to keep up with the two flying robots. They had some sort of propulsion system and I only had the breeze and my wings. Their destination was their ship, which was parked above some lava.

Once the robots went inside I turned to see a group of Controllers running up. They must have been following the two as well.

Something was about to go down, and I turned and flew in the opposite direction in hopes that Jake and the others would be over there. In the distance my eyes managed to pick out a peregrine falcon flying back in the direction I was going. I would have guessed that the falcon was Jake, because he has a peregrine morph. However, the falcon was a little too big to be Jake, I would guess it was about ten times too big, if not more. Maybe it was another robot, which was my only guess.

_It can't be with those other two,_ I thought. _One way to find out._


	12. Maximal Base Again

NOTE: This part has been updated!

**BACK AT THE MAXIMAL BASE:**

"Let me get this straight," said Rhinox, "you got here because a time machine these Yeerks were trying to build got shot?"

"That's about it," said Marco.

Optimus sighed. "And now the Predicons have it."

Dinobot snarled and said, "No doubt, Megatron already has Tarantulas trying to fix it. We should attack now, before he has a chance to get it operational."

"Hey!" said Rachel. "So why aren't we getting ready to go out there? Come on, let's do it!"

"Rachel," said Marco, "whenever you say 'let's do it' I get this real funny feeling. Like something is bound to go wrong."

"I get that same feeling when I see you, Marco," Rachel replied.

Marco grabbed his chest as he staggered and said, "Ouch! Xena delivers another stinging blow."

Optimus couldn't help but smirk at the interaction between Rachel and Marco. Rachel reminded him very much of Dinobot, always ready for a fight. Marco in turn reminded Optimus of Rattrap, he always seemed to have a comment for the situation. Both were distrusting and both seemed to disagree with each other frequently.

In human terms the group was still so young, and yet from what he could tell they had seen a lot. Most humans would probably be scared stiff of large robots, but these young humans barely flinched, but there was still the issue of trust.

The one called Ax was still on guard, protecting his human friends. Optimus glanced at the tail and recalled how fast it had been moving in the fight earlier and how sharp it apparently was. Every now and then the female called Rachel would glare around with a look of distrust.

Cassie was standing quietly in a corner looking thoughtful. Marco and Rachel began talking about Jake, the time device and where Visser Three was. They had not said much about Visser Three, but it was apparently a subject of heated discussion. Optimus figured Cassie was a lot like Tigertron; peaceful and preferred to be around nature. She wanted to do something to save her comrade, but didn't' seem eager to get into a fight like Rachel was.

Just then Air Razor came into the base from the lift. She looked around at the crowd and said, "Woah, why wasn't I told we had company?"

"Air Razor," said Optimus cheerfully, "good to see you again. Things have been a little hectic otherwise I would have informed you earlier. This is Marco, Cassie, Rachel and Ax."

"There are more of them?!" Marco exclaimed as he threw his hands in the air in exasperation.

"I couldn't get through on the radio," said Air Razor. "I thought you should know that there is some serious activity at the Pred Base right now."

"What's going on there?" asked Optimus.

"There's a group of aliens attacking it," said Air Razor.

Rachel looked even more frustrated. "They're already going after the time machine! We gotta do something now! If we had just gone out when…"

"Did you see someone that looked like him?" Marco asked as he pointed to Ax.

Air Razor shook her head. "No."

"That worries me," said Cassie, "Visser Three has to be around somewhere. Everyone else in the room was transported to the battle site. Visser Three was near the time machine. So…where is he?"

The other Animorphs fell silent. That was when a voice filled their heads.

_Ax! Rachel, Jake…anyone, can you hear me?_

Only the Animorphs could hear it, so the Maximals were pretty surprised when they jerked their heads up in surprise. A few of them grinned suddenly.

"Tobias!" Rachel cried. "How did he get here?"

_I saw a huge peregrine falcon fly into a ship,_ he said. _I assume that's where you guys are?_

"Ax," said Rachel, "tell him we're here and everyone's okay."

Ax relayed the message while Rachel asked Optimus, "Is there a way Tobias could fly in here?"

Optimus looked confused but said, "I can open the overhead hatch. You said there was _one_ missing."

"We didn't know he was here," Cassie said.

As he did the eyes of the Animorphs looked up toward the ceiling and they smiled even wider as a red-tailed hawk swooped in and landed on the back of a chair.

Rachel ran up to it and said, "Tobias! I'm so glad to see you."

She paused for a moment like she was listening to something. Then she said, "These guys are alright. You can broadcast your thought-speak to them. Somehow they can hear it."

_Um…hey,_ Tobias said uncertainly.

Introductions were quickly made for the Maximals. Tobias treated each of them to a cold, intense hawk stare.

"Are you like them?" Cheetor asked Tobias.

More or less, Tobias replied.

"What do you mean?"

_This is me,_ said Tobias simply.

The Maximals didn't know what exactly to say. No one understood what he meant; the Animorphs still did not trust them enough to explain the morphing power. Ax had privately told that to Tobias so he did not slip and the Animorphs were forced to explain more than they wanted to.

"So," said Rachel impatiently, "what do we do?"


	13. Jake Yet Again

**JAKE:**

"What do I do?" I muttered to myself.

I had been searching for an hour and had yet to find anything that resembled a lab. Well, maybe I had but there was no sign of the robot that was supposed to be working on it.

After crawling through the vents a while longer I came to a dead end. There was really no point in turning around, and my back was getting extremely sore. So, probably against my better judgment, I decided to get out of the vent.

The room I came out in was not very big, and there were a few boxes in the corners. I would imagine it was a storage room of some kind. Quietly, I sneaked out into the hallway. So far, so good, there was still no one around, but I didn't know how long it would remain that way. Searching the vents got me nowhere; maybe it was time to search through the hallways. I was ready to go into morph fast if necessary, though I was nowhere near as fast a morpher as Cassie. She was a natural.

That made me wonder: where was Cassie anyway? Was she all right? What about Rachel, Marco and Ax? I didn't have to worry about Tobias because he was safe back home. He had been outside when the time machine was hit so he wasn't affected by the blast. He was probably talking to Erek to figure out what happened to us. Probably going out of his mind with worry, boy would we have some crazy stories to tell him when it was over.

That's if I ever found the time machine, and the others.


	14. Outside Pred Base

**OUTSIDE THE PREDICON BASE**

Things were suddenly not going well for the Controllers. Their numbers had dropped from twenty-five to twelve. They had not counted on the determination and cunning of Megatron. He was in the fight for the win, after all, the repair chambers were simply behind him on the ship. The aliens he fought were flesh and blood and did not have such luxuries.

The Controller Robert was noticing that defeat was not so far away, and maybe, just maybe, retreat was becoming a very good option. It was probably time to back off, regroup and formulate a new strategy.

"Back off!" shouted Robert. "Fall back!"

"But Visser Three will…." One Controller started to say, but was interrupted by Robert.

"It doesn't matter!" Robert snapped. "We can't get the Time Machine if we're all dead. There has to be a better way."

Megatron watched with satisfaction as the aliens started to run away. However, in the distance he saw something that caught his eye, it was a cheetah.

"Megatron!" shouted Waspinator. "Cheetah-bot is watching!"

However, at that moment, the Controllers noticed the cheetah, but they came to a different conclusion.

"It's one of those Andalite Bandits!" Robert shouted. "After it!"

"What are they talking about?" Scorpanok muttered.

For the first time, Megatron noticed that Scorpanok was outside and not inside supervising Tarantulas.

"Scorpanok!" yelled Megatron. "What are you doing out here?!"

Scorpanok hesitated for a moment before stuttering, "I…I heard the battle and thought you might want assistance."

"You left Tarantulas alone!" Megatron roared. "Who knows what that treacherous spider is up to right now?"


	15. Tarantulas' Lab

**IN TARANTULAS' LAB**

Tarantulas was still hard at work in his lab. Whatever weapon had been used, the time machine was badly damaged and was taking quite a bit of work and effort to try and repair it.

"With the help of this time machine," Tarantulas said, "I can finally escape this hideous planet!"

It was at that moment that Tarantulas made a startling discovery. Underneath a damaged panel was something that looked all too familiar to Tarantulas. Carefully removing the chip, he placed it on a scanner and said, "Computer, analyze this."

There was a brief pause before a readout appeared and the female voice of the computer replied in a calm, even tone, "Device is Predicon in design."

"What?!" Tarantulas exclaimed. "How is that possible?"

Yet, as he continued to analyze the device, more and more Predicon technology surfaced along with technology that must have belonged to the aliens. It had been integrated into the overall structure, which was Predicon. Perhaps that was why the device had malfunctioned, the two technologies were not compatible. Yet, how had those aliens gotten their hands on Predicon technology to begin with?

Suddenly, a thought came to him and he dug in his computer files for a project forgotten until recently. On the screen was a file that no one else had ever seen, especially not Megatron. It was the schematics for a Time Travel Device that Tarantulas had conceived of before he was bent on getting a stasis pod to use as an escape ship. Once that idea had come about, the Time Travel Device had fallen by the wayside.

Though, maybe the Time Travel Device had not stayed buried in his computer after all. All the Predicon components of the device matched up with the ones he had listed in his schematic. Again, the question of how that was possible arose.

But wait, it said in the schematic that there ought to be a record of usage somewhere in the workings of the Device. If that had been finished, hopefully the weapon fire had not damaged it too severely. It was the only way for Tarantulas to ever really discover what had happened.


	16. The Controllers

**THE CONTROLLERS REGROUP AND VISSER THREE ENTERS**

What remained of the controllers raced after the cheetah and were preparing to open fire when the cheetah began to change. The paws hardened into hooves. At the same time both the legs and tail stretched out. A wicked blade sprouted from the end of the tail, which began to whip around in irritation. A torso grew, while the head changed shape. Very soon an all too familiar figure stood before them. He radiated pure evil, and though the form was Andalite, they knew where they evil came form.

"V-Visser Three!" Robert exclaimed.

_What did you think you were doing? _Visser Three demanded.

No one had dared asked where Visser Three had been. And no one was entirely quick to answer his question. Eventually Robert stepped forward to speak for the group.

"Visser," he said, "we were attempting to retrieve the Time Travel Device from the things who stole it."

_That was a foolish move._ Visser Three said. _Did you not think to wait? The Andalite Bandits also need the Time Device. We will wait until they try and attack, and when those things are distracted we will go and steal the Time Device back._

Robert swallowed nervously. It was such an obvious plan, one that had the Time Device and the Andalite Bandits in the same place at the same time. But the overwhelming feeling of power that Robert had felt when he was temporarily "in charge" had greatly clouded his judgment. At that moment he was feeling a great deal of relief for the situation because if there had not been so few of them left, Visser Three would no doubt have…

Before Robert even knew what was happening, his head was no longer attached to his body, and the Visser was wiping his tail blade on the grass. The others looked on nervously, not wanting to move or say anything. They all knew what this had to mean, Visser Three had been following them in morph and watching them. He had seen Robert take the opportunity to be in charge and the fact that his plan did not work out well.

_We wait,_ Visser Three said.


	17. Marco Again

**MARCO**

Marco again. I had told Jake right from the start how insane this mission was. And there we were in a space ship with robots that turned into animals! Minus Jake, I might add. We had yet to make any moves to try and find him. Rachel was getting more frustrated by the moment. Cassie was starting to get a little anxious herself.

Rachel wouldn't like to hear me say it, but I was starting to think we needed those robot guys. So far they hadn't done anything to us, they seemed all right. Though I still wasn't sure I totally trusted them, I know Rachel didn't. After a while I got bored and started matching up the personalities of the Maximals with our own.

Rhinox seemed to match up with Ax and Cassie. Ax because he sounded like he was pretty smart technology-wise, and Cassie because he seemed pretty gentle as well.

Dinobot seemed like the robotic soul mate for Rachel. He was a fighter to the core, just like our own Xena: Warrior Princess. He seemed to trust us as much as Rachel trusted them.

Rattrap seemed like my kind of guy, sarcastic and wisecracking.

Optimus seemed a lot like Jake, the responsible leader that tried to hold it all together. Which was what we needed because the Animorphs were hardly functioning as a group. Rachel kept pushing for us to "take some action" while Cassie reminded us how she hated being in charge like that. Me? I'm not the leader type.

Before I could analyze any more personalities, Optimus decided it was time to switch into  "leader mode". Meaning, he stood up straight and tried to sound responsible. Which wasn't too hard, I mean, from what I could tell he was the most responsible of the group.

He gave a quick recap of the situation, as if we really would have forgotten. I mean, how do you forget that robots stole a Time Machine made by the Yeerks? It was exactly as ridiculous as it sounded.

"Why do we need to talk about what to do?" Rachel demanded. "Let's just go battle morph and go over there!"

_We're not familiar with the Predicons,_ Tobias reminded her. _Is it possible that Visser Three and this Megatron would join up?_

_Visser Three would not join forces with anyone unless there was something to gain,_ Ax said. _He does not even tolerate being around Visser One._

"And they're on the same side," I commented. "Ax-man is right. They both want the Time Machine, they wouldn't join up with each other."

"Megatron is the same way," Dinobot commented. "Unless there was something to be gained, he wouldn't do it."

Rachel was still pacing angrily. I could tell she wanted to go out there and do some damage to the yeerks, or anything, really bad.

"Hey, calm down," Cheetor said. That was a bad move on his part. I'm just glad it was him instead of me, for once. Usually when Rachel was mad it was at me.

"As long as we're in here and not looking for my cousin, I will not calm down!" Rachel yelled in Cheetor's face. She turned to glare at Optimus. "You wanna know why I still don't trust you? It's cuz we're in here, and not out there!"

_Rachel,_ said Tobias privately to us Animorphs, _getting mad isn't going to help. We need to have calm minds._

_Tobias is correct,_ said Ax. _I wish to find Prince Jake as well, but it would be wise to have a plan._

"Well, then start making one," Rachel snarled.


	18. Intruder

**INTRUDER**

Tarantulas was hard at work in his lab analyzing parts from the time machine still. Suddenly there was a voice behind him at the entrance to his lab. He was startled for a brief second, and then he was annoyed. Why did that she-witch always have to come down when he was working on something important? Something that could potentially help him escape the wretched planet they were trapped on.

"What are you working on now, tall, dark and gruesome?" a silky voice asked.

"You know what I'm working on," Tarantulas snipped. "What do you want down here?"

"Take it easy," Black Arachnia said. "I just came down to talk. I'm curious to know what you've learned about the aliens."

Tarantulas knew she was not to be trusted. At the drop of a hat she could turn on him if things did not go her way. Then again, she was not so different from himself. So, time and time again, he let her in on his plans even though the outcome was predictable. Besides, he liked having someone to gloat to, someone who could appreciate his genius in some way.

"I just want to be sure you do not go running to Megatron with whatever information you happen to gather," he said, still not looking at her.

"You know I wouldn't do that," Black Arachnia replied, pretending to be insulted. "Eventually he'll come down here himself. Do you really think he'd forget about something like this?"

She had a point. Something as big as a time travel machine would not likely slip Megatron's memory. He probably already had plans to go back in time and alter the Beast Wars. Or perhaps go back and alter more than just that.

"Many of the base components of the device are predicon in origin," Tarantulas explained. "The aliens added some of their own technology to finish it."

"That probably explains why it backfired," Black Arachnia mused. "The components weren't compatible."

Tarantulas realized suddenly why he divulged his plans to Black Arachnia every time she came knocking.

"But how did they get their hands on predicon technology?" she asked.

Tarantulas hesitated a moment before saying, "I searched my databases and the predicon components match the ones from a schematic in my database."

"So this is one of _your_ creations!" Black Arachnia exclaimed. "But how did they get their hands on it?"

"I'm not sure," Tarantulas said. "I haven't even started building such a device yet. In fact, until now, I had forgotten the plans were in my computer."

Tarantulas was still working as he talked. He had been about to examine what powered the time machine when Black Arachnia had walked in. Slowly he lifted away the panel and saw, to his surprise, what was powering the machine.

"Energon?!" Black Arachnia exclaimed. "You used energon to power this thing? No wonder it was so unstable. Those aliens probably don't know what energon is."

"I'm as surprised as you are," Tarantulas admitted. "Energon was never part of my original schematics. In fact, after a while I dismissed the idea and never got around to figuring out what the power source would be. Before you arrived I was about to remove the chip that logs the time device's use."

Black Arachnia leaned in to help, they were both so absorbed in what they were doing that neither one noticed a small light blinking on a computer console on the other side of the lab.

This alert did not go unnoticed by someone else. Megatron was sitting in front of a computer watching the spiders. He was glad he had decided to rig a camera in Tarantulas' lab. Otherwise he would not have gotten the full truth from Tarantulas later.

Just then a blinking light brought his attention away from the video feed. Megatron brought up the security read out, and that had his undivided attention. Something had triggered a silent alarm, but it was not showing up on the screen. So that meant it was neither a Predicon nor a Maximal. It must have been something organic, but how did it get into the ship?

Scorpanok and Waspinator were the closest units to the alarm that had been tripped. Chances were that what ever had set it off was still in that general area.


	19. Jake in Trouble

**JAKE**

I was getting to the point where I thought I should find my way out. Being James Bond didn't seem to be bringing me any results. I was starting to think that I should find my way out and locate the others. Rachel was probably throwing a fit and Cassie was probably worried sick. After I got back to the others we could come back and hopefully make a more successful search than I had done.

"A human!" a voice screamed from the end of the hallway. I whipped around and saw one of the robots from earlier. The purple one with the claws was glaring at me and probably getting ready to race down the hall at me.

The dilemma at the moment was whether or not to risk morphing. It was probably better not to, no telling whether or not these things had had any contact with the Yeerks yet. The only chance I had now was to run down the hall and find a secluded spot before the purple robot caught up with me. How fast could robots run? It was about time to find out.

I turned to run down the hallway, but it was blocked by something else. There was a green and yellow robot standing at the other end of the hall. It was freaking out major.

"Fleshy-bot!" it exclaimed. "Waspinator will catch it and Megatron will reward Waspinator!"

Marco would have gotten a major kick out of that thing. Me? I couldn't afford to be amused at that moment. I was in some serious trouble.

"Don't damage it!" the purple one said, "or Megatron will scrap us both!"

I take that back, I wasn't in serious trouble. I was in major trouble.


	20. On Patrol

ON PATROL

**ON PATROL**

"I don't see why we're out here," Terrosaur grumbled as he flapped along. "The Maximals haven't been doing anything since those aliens were fighting."

"The Royalty commanded us to patrol the area," Inferno said. He scanned the area as he marched ahead. Apparently Inferno was more eager to patrol for the "royalty" than Terrosaur was.

When Inferno was activated damage to his personality program caused many of his ant instincts to remain strong. As a result he has the drive to defend the colony and fight for the Queen, in this case that was Megatron who was less than thrilled with the title.

Meanwhile, the remaining Controllers waited around for what Visser Three deemed the right time to strike. The Animorphs would not have believed it if they had seen it, but some of the remaining Yeerks were beginning to lose their arrogance. Some of them were afraid.

When they had confronted the group of robots for the Time Device, it had seemed so easy. There were only as many of them as there were Andalite bandits. At the time, there had been nearly thirty Controllers.

They had failed to realize that they were too used to the way the Andalite bandits fought. They morphed animals and required close combat to fight. That gave the Controllers plenty of opportunities to shoot them, slash them if they were Hork-Bajir, or bite if they were Taxxon.

The robots, while they had animal forms, did not fight that way. They had real weapons and were not so easily stopped by mere "flesh wounds". They did not require close combat to fight as the Andalite bandits did. So, the group of Controllers decreased in number during that one fight and most of them never got close to the enemy.

Most were beginning to think that it was all pointless, and many, if not all them, would not live to see the Pool again and swim with their brothers and sisters. Visser Three had no idea at all. Even he, for all his morphs, would probably not make it back alive.

It was then that, from the air, Terrosaur noticed the small group. There were only a handful of them left after the last fight they had had. But there was one among them that Terrosaur did not recognize. Whatever it was on four legs with a human torso. It had extra eyes on the top of its head and a tail with a blade on the end.

Shortly after, Inferno noticed the group in the distance and he shouted, "Those are the ones who tried to destroy the colony! They will buuurrrrnn!!"

The controllers jerked at the sound of a sudden voice screaming about something burning. And one of the controllers shouted, "It's two of those robots!"

Visser Three, though he would never admit it to those beneath him, was slightly confused. He had not seen the robots earlier and had not idea what the others were talking about.

Over the hill came a pterodactyl and a larger-than-life ant. But they were not that way for long. In respective order they yelled, "Terrosaur, terrorize!" and "Inferno! Terrorize!"

Suddenly, not one, but both robots were in some humanoid form and airborne.

"Megatron will want one as a prisoner!" Terrosaur told Inferno. "So don't slag them all!"

Terrosaur wasn't sure if Inferno heard him because Inferno yelled at the group, "Enemies of the Royalty! You will burrrn!"

"Visser!" someone yelled. "What do we do?"

_Shoot them, you fools!_ Visser Three roared.

Though they were at a disadvantage since both of their enemies could take to the air, and they could not. As the Maximals had discovered a while ago, they were not very bright, but they were swift in the air.

Inferno immediately fired a rapid spread of bullets into the small group and three fell at once. That left only nine controllers and the Visser. A lucky dracon beam grazed Terrosaur's shoulder. He squawked in anger and launched a small missile, which eliminated another two controllers.

Once again, the numbers were dropping fast. The only reason that the remaining seven did not flee for their lives was that the Visser was there, however they were close to not caring what the Visser did to them. Either way, it appeared they were dead.

"Which one do we take prisoner for the Royalty?" Inferno asked.

Terrosaur thought a moment. The insect ones apparently could only speak in what sounded like hisses, no good for interrogation. The bladed ones spoke a blend of languages. Then, he knew which one would make an interesting prisoner.

"That one!" Terrosaur said as he pointed.


	21. The Maximals Finally Get Ready to Move

**THE MAXIMALS FINALLY GET READY TO MOVE**

Things were hardly any better back at the Maximal base. Rachel's temper was growing shorter by the minute. Most of the Maximals were almost certain that Dinobot was mild compared to this human.

"Well?" Rachel asked, glaring daggers at Optimus. "You said you would help us."

"I did," said Optimus.

"So when are you going to start?" Rachel retorted as she crossed her arms.

"Rachel," Cassie said quietly.

"Don't start, Cassie!" Rachel snapped.

The Maximals all jumped while the Animorphs barely flinched. They were used to Rachel's outbursts of temper. Things like that didn't happen often, but they were still used to them all the same.

"Cool your gears," Rattrap said.

Optimus caught a glimpse of Marco shaking his head. As if he were silently warning Rattrap that he had made a mistake. Judging by the color Rachel's face was turning, Rattrap was going to be in very big trouble soon and Optimus was ready just in case.

"Cool my gears?" Rachel said. The scariest part was how deceptively calm she suddenly appeared. Then she exploded. "Wait until someone _you _care about is missing and see how _you _feel!"

Optimus put a hand on Rachel's shoulder for fear that the human might try to lunge at Rattrap out of anger. Immediately Rachel tried to shake off Optimus' hand, and when it didn't shake off she tried to grab and pull it off.

"Don't touch me!" she snarled.

"Tobias," said Marco quietly. "I think you better…"

_I'm on it,_ said Tobias. He fluttered over to a chair that was closer to Rachel. It was odd because only Rachel's part of the conversation could be heard on occasion when she started to raise her voice.

"Tobias will calm her down," Marco said.

"I still don't understand," said Air Razor. "Tobias isn't a normal bird…"

Marco raised his eyes like he wanted to make some sort of sarcastic comment, but a glance from Cassie stopped him.

"Is he human?" Air Razor finished.

Cassie, Marco and Ax hesitated. Finally Cassie said, "He used to be."

"What do you mean?" Rhinox asked.

_Prince Jake would wish us to tell them, I believe,_ Ax said.

"You go right ahead, Ax-man," said Marco. "Rachel won't try to kill you when she finds out you squealed."

Ax explained the brief points of the morphing technology, still holding back from sharing too much with a non-Andalite race. However, they learned just enough to learn what circumstances had placed Tobias in the position he was in now.

"That's…sad," Cheetor said quietly.

"Yeah," said Marco, "but spare him and don't try to show him any pity."

"But," Cheetor started, but Marco interrupted him.

"Don't," said Marco. "We've known him since before. He's finally started adjusting. He doesn't need your pity."

"Something's wrong with Jake," Cassie said suddenly. "I…I just know it."

"Well," said Marco, "He's kind of missing. That's pretty wrong, I think."

A moment later Tobais' voice was in all their heads saying, _I got her to calm down for the moment. But we better do something soon or she'll flip again._

"I gotta agree with bird boy over there," Marco said to Optimus. "Aside from the fact that we don't need Rachel losin' it again. Jake's our friend, he's family; he's our fearless leader! Not sure if you noticed but without him we have a hard time functioning as a group."

_I have sworn to serve Prince Jake_, said Ax. _We must find him._

Optimus considered what Marco had said. The group of humans had begun to sound like the Maximals more and more. He finally understood why the group had seemed to be falling apart. Jake was more than a missing companion; he was what held them together. They looked to him for a level head and a sense of responsibility.

The leader of the Maximals had gone missing once himself. When the alien device they had found at the standing stones was scanning him. The others had done everything they could to get him out. What right did he have to keep the humans from doing the same for their own leader?

Maybe Marco was right and it was finally time to take some action.

"Maximals!" declared Optimus. "We've sat around long enough."


	22. Cassie Again

CASSIE:

**CASSIE:**

"It's about time!" Rachel exclaimed. "Let's do it!"

Marco rolled his eyes and sighed. "I suppose that means go to battle morphs."

I nodded and began to focus on my wolf morph. Just a second afterwards I felt the fur begin to sprout from my body. At the same time my ears grew pointy and traveled up the side of my head.

While we were morphing we heard all the Maximals react. I was slightly amused for a moment. They were robots that could transform and we were the ones who were fascinating.

My arms began to change and I slowly fell forward onto all fours. Then my muzzle and tail began to grow. By that time there was a menagerie of animals standing in the Maximal base. A wolf, gorilla, bear, hawk and an Andalite were standing around waiting to get moving. The bear seemed more anxious than the rest of us.

_Open up that hatch,_ said Tobias, _I'll fly ahead._

"He's going alone?" Air Razor said.

Marco shrugged as best he could in gorilla form. _It's what he does,_ Marco said. _He's our scout; I guess you could call him._

Air Razor went to her beast mode, a peregrine falcon. "I'll go with him. The more eyes the better."

Air Razor and Tobias flew up and out of the hatch. Shortly after we were shown to a back way out of the base and were running outside.

_Where exactly are we going?_ I asked.

"It would be wise to check on the Predicons," Dinobot said.

_The Pred…you mean those others?_ I said, getting really worried. _You don't think that…_

"We're not sure," Optimus replied quickly. "But for now it's the best place to start."

If it were possible, butterflies were swarming in my stomach. Those other robots, at least the two we had seen, seemed nearly as bad as the Yeerks. I hoped Jake was nowhere near those other robots.

_Guys!_ Came Tobias' voice. _There's trouble up ahead. Looks like a fight._

_Who is it?_ Rachel asked.

_The Yeerks and a couple of those other robots,_ Tobias replied._ And it's not going too good for the Yeerks. _There was a pause and Tobias suddenly sounded really startled. _Visser Three is there!_

_The Abomination!_ Ax said with hate.

_Well,_ said Marco with sarcasm. _This is a pickle. Do we help the robots, the Yeerks or just keep going on our merry way?_

"We certainly ain't helping da Preds!" said Rattrap from on Rhinox's back.

"So we might as well help the-" Cheetor started to say before Rachel cut him off.

_NO!_ She exclaimed. _The last thing we'll do is help the Yeerks._

"But you're friend just said that…"

_I heard what he said. And apparently sarcasm escapes you. We want to help the Yeerks as much as you want to help the Preds,_ Rachel said. _Didn't you hear a thing we told you earlier? They've enslaved two other races and they're trying to take over Earth. The last thing we want to do is help them!_

I had to agree with Rachel and what she said. The Yeerks were trying to destroy everything that we, the Animorphs, loved. However, it appeared that Optimus had a different idea.

"Optimus Primal, maximize!" He shouted. He was in his robot form and in the air before we knew what he was doing.

A split second later Cheetor was right behind him, then Rhinox and Dinobot. The only one who hung behind was Rattrap. Air Razor was in robot form as well and coming down from the sky while Tobias circled overhead.

_What's going on?_ Tobias asked.

At the same time Rachel was flipping her lid. _What are you doing?!_ She exclaimed.

"We don't have a fight against these Yeerks, as you call them," Optimus replied, using Rattrap's radio. "You don't have to do anything."

_Good!_ Rachel replied. _Cuz I wasn't planning on it!_

"Rattrap!" Optimus said. "Get a move on!"

"Don't think so, Big Monkey," Rattrap replied. "This is all insane, if you ask me."

_Took the words right out of my mouth,_ said Marco.

So we stood by while the Maximals flew and ran off to help our greatest enemy. It didn't take much time because there were only two of the other robots in the area. As soon as they saw the Maximals flocking in their direction with weapons at the ready they were off like a streak of lightning.

When the robots cleared out and the Maximals regrouped, we Animorphs took in what was left of the group of Yeerks. I think all of the Animorphs were in disbelief at what we were seeing. We had been fighting the Yeerks for months. Yes, we had done our share of damage, but if felt like no matter how much we did there was always more. A handful of robots had wiped out more than half of the Yeerks that had been transported in the accident in the span of less than half a day.

Out of just over twenty Yeerks there were now only five left: two Hork Bajir two humans, and Visser Three. They were looking at us and seemed unsure about what to do. Visser Three was definitely not accustomed to someone flying in to the rescue. I hoped Optimus wasn't expecting a thank you from the Visser.

The Maximals were very relaxed, but both the remaining Yeerks and us were tensing up. Rachel was snarling and Ax looked ready to spring into action at any moment. He had sworn an oath to kill Visser Three.

"The Andalite Bandits!" one of the humans exclaimed.

One of the Maximals looked like they were getting ready to say something and I was quick to stop them.

_Don't!_ I said in private thought speak to them. _They don't know we're humans, and it's better for us that they don't know._

_Now what?_ Rachel asked. _I say we move on. You guys did your good deed. Let's go._

However, none of the Maximals were moving. It seemed like Optimus wanted to talk to the Yeerks. That was probably a bad idea, since they didn't know the Yeerks like we did. One of the Maximals could slip something about us and all our efforts for secrecy would be ruined.


	23. Prisoner

**PRISONER:**

Once again, Megatron found himself listening to another incoherent story from Terrosaur. He and Inferno had found what remained of the aliens that had been attacking the base before. However, there had been a new one there, one that didn't look like the others. Megatron had a hard time picturing what it looked like based off Terrosaur's rough description.

In the end the two had been chased off by the Maximals. The odd thing that Terrosaur had said was there were a handful of animals with them who just stood by and did nothing.

Megatron promised himself that next time Terrosaur was on patrol with someone he wouldn't let Terrosaur tell the story. The remainder of the aliens didn't matter; there were only a few of them left. If they tried to attack the Pred Base again, they would fall. Animals following around the Maximals were confusing, but were of no concern to Megatron. He had something else to deal with at that moment.

Not far from Megatron's chair there was a cage, and inside the cage was something that none of the Predicons had expected to find sneaking around their ship. A human.

JAKE:

Life couldn't possibly be any worse than it was for me at that point in time. My secret mission had taken a bad turn. Instead of discovering the Time Machine, the robots had discovered me and locked me up.

"Tell me, human, how did you get here?" demanded the large robot that was nearly the same shade as Barney the Dinosaur.

In Marco fashion I chose to give a sarcastic response, "The back door was unlocked."

"Do not think your wit will protect you, human! Nnnooo," Megatron said.

I was too busy thinking about the story I had heard the other robot…Terrosaur, I think, tell. He had said that they were fighting the Controllers and Visser Three was there! And from the way it sounded, the two robots alone were pretty much wiping out the Controllers. That was a minor blow to my ego, I have to admit. We had been working so hard to fight the Controllers and two robots alone wiped out nearly the entire group that had been transported here.

The animals could only be the others. I would imagine the Maximals I heard them talking about were the good guys. There was no other reason the others would be around them. And finally I would guess Rachel couldn't say much to control what they did because they had rescued the Controllers from the attacking robots. She was probably throwing a major fit about that, and Ax was probably a bit angry himself since one of the Controllers had been our pal the Visser.

"What do you know about the creatures that have been attacking this base?" Megatron demanded.

I shrugged. "I don't know," was all I said.

"There were humans there," Megatron said. "Were you with them?"

"No," I said. Which was the truth.

At that point part of me was considering morphing and getting the heck out of there. Since the Yeerks were nearly all gone, secrecy wasn't exactly a major issue anymore. However, my dilemma was that the robots all had weapons and from what I could tell, they were much better shots than the Yeerks were. So, if I morphed, my chances of being shot mid-morph were very high, and that was not a risk I was willing to take at that point.

That was when Megatron decided to ask, "How did you get here?"

I sighed. What kind of question was that? "I think you know the answer to that one already."

"So you _were_ with those humans attacking the base!" Megatron declared.

"Look, I already told you, I wasn't," I replied. "You would have seen me there, and I'm pretty sure you didn't."

Megatron suddenly seemed to realize that his questioning was going in a big circle. He wasn't learning anything useful and that seemed to be frustrating him.

"Scorpanok!" Megatron exclaimed.

The purple robot with lobster claws raced over like a trained pup, snapped a solute and, practically yelling, said, "Yes, Megatron!"

"Find a way to get information from the human without destroying it," Megatron said, as he walked out of the room.

So far, things were not getting any better. I hoped the others burst in to save the day real soon. Right at that moment would have been awesome.

**Gaz42:** Yeah, kind of a short part, but it's been a while since I last updated and I felt I owed you guys something. Shout out to those who have given constructive criticism and another shout out to Yellow 13. Hope you enjoyed this part. Feel free to give suggestions as to future parts. Is there anything you might want to see happen? I have a rough idea for where this is going, but nothing is set in stone. I'll take just about anything into consideration.


	24. No Gratitude

**Disclaimer:** In case you've all forgotten I don't own Animorphs or Beast Wars (if I did many things would have been different). Sorry this is so short, I was writing bits and pieces in between junk loads of homework. Entering the last month of school so things will be nuts.

**NO GRATITUDE**

Optimus was trying to figure out how to open a dialogue with the remaining aliens from the fight. The four other aliens looked uncertain about what to do, the blue one looked a little surprised but there was almost an aura of evil coming off of it. A small part of Optimus was wondering if he had done the right thing. Before Optimus could figure out anything to say, the blue alien spoke.

_Andalite bandits,_ Visser Three said, _I wondered when we would meet here._

Usually, Ax was the only one who could really talk to the Visser because the Animorphs didn't want to risk giving themselves away. Though at that point it didn't really matter anymore.

_What are you going to do, Visser?_ Rachel asked. _Most of your Controllers are gone. And how long has it been since the ones who are left soaked up some Kandrona?_

Almost on cue, one of the human controllers shook his head quickly. A normal person would think that they were fighting off drowsiness, but the Animorphs and Visser Three knew better. The Visser was also not going to dignify one of the Andalite Bandits with a response.

_Still seething over your dead brother, little Andalite?_ The Visser said, almost mockingly.

_Don't let him get to you, Ax-man,_ Marco said privately so only Visser Three didn't hear. _Keep it cool_.

_But I still have a vow to kill him,_ Ax replied. Almost like a child who was fighting to have his way.

_You want to kill me, little Andalite?_ Visser Three said. _Come, let us settle this now._

_Ax, wait!_ Cassie shouted.

"What's going on?" Optimus asked.

Just as the words were out of Optimus' mouth, Ax leaped past him to face Visser Three.

_Don't you get it?_ Rachel exclaimed. _They intend to fight to the death._

Ax and Visser Three were circling each other. Waiting for their opponent to make the first move because it would be a critical one. For a moment all the Maximals watched, they were unsure what to do.

"I'm afraid I can't allow this," said Optimus.

_Can't allow it?!_ Rachel exclaimed angrily. _Who the hell put you in charge of us?! We were doing fine without you before this whole fiasco started!_

_This is Ax's business,_ Tobias said. _We promised him we would stay out of it unless he needs help._

Ignoring Rachel's outburst and Tobias Optimus gave a nod to Rhinox. He was the biggest in the group and was also closest to the two Andalites who were preparing to cut each other to shreds. He reached out with a large arm to get in the middle of the two to peacefully settle the situation.

The one mistake Rhinox made was he wrongly assumed this would be like breaking up a fight between Rattrap and Dinobot, Visser Three soon proved him wrong. With the swipe of his tail blade, and before Rhinox knew what was happening, his arm was no longer connected to his body.

The jaws of all the Maximals dropped as Rhinox jerked away from the two Andalites faster then he had initially approached. Rattrap's face grew angry fast. But surprisingly it was Dinobot who drew his weapon first; it was his warrior instinct. Before the Visser could lunge toward Dinobot, which was what he was about to do, Dinobot fired off a couple of shots. Both were direct hits to the Visser's chest.

_No way,_ Marco said as the Visser staggered and fell to the ground.

Fortunately, or unfortunately, the shots Dinobot had fired turned out to be serious. The other four controllers seemed to realize this as they looked uncomfortably from the Visser to Dinobot who was still holding his gun.


	25. No Good Deed

**NOTE:** Finally! An update! Sorry this took so long, all that stuff that piles up at the end of the school year. Well, finals are over with and I can finally give you something new! Enjoy! Oh, and just a reminder that I own neither Animorphs nor Beast Wars.

**No Good Deed**

"That's enough, Dinobot!" Optimus shouted. Then he said, "Rattrap, help Rhinox back to the base."

Rhinox picked up his arm. Then both he and Rattrap started making their way back to the base while looking back occasionally to make sure everything was all right.

As Rattrap walked away he could be heard to say, "I told him dis was all insane."

Visser Three was hardly a fool and he knew things were not going to go his way and were unlikely to. Out of thirty Controllers only four were left and even that number was shaky at the time. He didn't like it, but he only had one option. He morphed a kafit bird.

_He's going to make a getaway!_ Marco exclaimed.

_Let him!_ Rachel snapped.

All the Animorphs turned to face her like they couldn't believe what they had heard.

_Did I really hear that?_ Marco asked.

_I think so,_ Tobias replied. _I mean, I heard it too._

_We got better things to deal with,_ Rachel said. _We find Jake, and if the Visser causes any more trouble, we deal with him too._

_Rachel has a point_, Cassie said. _The Visser can't do much with most of his Controllers gone. Jake could be in trouble right now, and we're wasting morph time._

_Speakin' of morph time,_ said Marco. _How we doin' Ax-man?_

_There are approximately 90 of your minutes left, _Ax replied, slightly grumpy. Once again his vow of vengeance was delayed.

_Ax... how many times do I have to tell you they're everyone's minutes?! _Marco exclaimed in annoyance.

Before everyone knew it the Visser was flying off and three of the Controllers were running after him. One of the Hork Bajir was still there and he wasn't looking too good. He had dropped his dracon beam and was looking very confused.

"What's happening?" asked Cheetor. The Maximals were baffled, but the Animorphs knew exactly what was going on. They had seen it before when Jake went through the same thing.

_The yeerk in his head is dying,_ Cassie replied. _It doesn't seem like it will be much longer._

_While we wait,_ Rachel snarled as she turned on Optimus; 800 pounds of angry grizzly bear. _What did you think you were doing?! You had no right to step in!_

Optimus was stunned. Did this human want her friend to get hurt or killed? He expressed this out loud and got snapped at again.

_It was HIS fight!_ Rachel yelled. _We were all right here. This happened before and Ax understood that we would jump in if things got too out of hand._

No one else said anything. All of the Maximals were afraid of drawing Rachel's wrath and the Animorphs were sharing Rachel's sentiments. Ax was just as angry, for the second time he was denied the opportunity to avenge his brother. This time someone who was supposed to be helping them denied it from him.

_It was his fight,_ Rachel emphasized, and then she turned to Dinobot. _You understand what I'm saying, don't you?_

Dinobot considered that for a moment. "Yes, I understand. This was a fight for his honor."

_This was a fight for his brother,_ Rachel said. _Visser Three killed his brother and Ax has to avenge that! You don't understand, you weren't there. We saw his brother die._

For the first time since Visser Three flew away, Ax spoke. _The Abomination must be destroyed. If you were hoping to gain my trust, then you will have to work much harder now. You were instructed about the Yeerks and yet you still helped them._

_You helped our enemy,_ Rachel said. _How can we trust you?_

"The humans have a point," said a white tiger as he trotted up. "Air Razor told me what was happening." He glanced up at the birds circling overhead. "She has told me everything being said and explained the situation. Her and Tobias."

_Go ahead and direct though-speak to him too,_ Tobias said. _He's a good guy._

_After what just happened I'm not so sure,_ Rachel said.

_Trust me, Rach,_ said Tobias. _You can definitely trust this guy. He's different._

"Tigatron," said Optimus. "I don't think I've ever been happier to see you."

Tigatron was a peaceful bot, and he had a way of diffusing tense situations with his calm voice and peaceful demeanor. Maybe he could help calm down the Animorphs.

Though the rest of the conversation would have to wait. Suddenly a small gray slug came out of the Hork-Bajir's ear and writhed on the ground for a moment before it stopped moving completely.

"What is that?" Cheetor asked.

_That's a yeerk,_ Rachel sneered. _Don't let its appearance fool you._

All attention suddenly turned to the Hork-Bajir because he was suddenly up. He was starting to realize that the Yeerk was no longer in his head and that he could function on his own. A look of apparent surprise and perhaps joy flooded the Hork-Bajir's face as he moved limbs that were previously not in his control and hadn't been for a long time.

"Free," he said quietly and then louder with raised arms, "Free!"

"That guy looks ready for some serious action," Cheetor commented.

_You could not be more wrong,_ Marco replied.

_Hork-Bajir are harmless without Yeerks in their heads,_ Cassie explained. _The blades are really just for harvesting bark to eat._

That was when the Hork-Bajir began to eye the group uneasily, especially Ax and the Maximals who had weapons drawn. He had seen what had happened to the others with the other robots, and he was all too familiar with the Andalite Bandits.


	26. Suspicions

**NOTE:** Really short part, I know. But it's been a while since I updated and I wanted to give you something new to read. Figured it was about time we saw what Tarantulas and Black Arachnia are up to. I'll try to make the next part longer. Once again: I own neither Animorphs nor Beast Wars.

**26) Suspicions **

Back in Tarantulas' lab, he and Black Arachnia were hard at work analyzing different parts of the Time Machine. They were trying to discover how and when this thing had come to be since Tarantulas had to active memory of making it.

The theory on the table was that sometime in the future Tarantulas would pick up the project and an accident would cause it to appear in the time the aliens came from.

A chip that recorded use would supposedly tell them everything they needed to know and would prove or disprove their theory. There was just one problem, and that was the chip was nowhere to be found. It was not where the schematic said it should be.

"I do not understand!" Tarantulas said. "According to this, the chip was one of the first things to be put in."

"Maybe those aliens removed it," mused Black Arachnia. She sounded a bit distracted because something had been tugging at the back of her mind ever since she started helping Tarantulas. Something about this did not seem quite right, but she couldn't quite figure out what it was.

Tarantulas was also perturbed. None of this made sense, most of the parts were the same but as they progressed less and less was matching the plans exactly. Yes, there were the alterations the aliens had made, but in the long run those were minor. Most of the parts were Predicon, but even some of those did not match!

This whole deal with the Time Machine didn't seem right. He had no recollection of ever designing such a device. Not in the past and he certainly did not believe he would be doing so in the future. It was just ridiculous! Modifying a stasis pod for escape made much more sense and he knew it. But a nagging voice in the back of his head insisted that he indeed had a memory of something involving a Time Machine. But why?

Maybe that last fight with the Maximals had messed with his memory circuits more than he thought. No, that couldn't be it either. Tarantulas was just fishing for excuses, anything that made even a sliver of sense because nothing else did at that time.

As Tarantulas struggled to pull out forgotten memories, he could hear a squawky voice in his head laughing and saying, "It's perfect! It would be just like a time machine because it would blow him into next cycle!"

"Computer!" Tarantulas snapped suddenly. "Was this schematic put into the system by myself?"

Black Arachnia was confused, but said nothing while the computer processed what Tarantulas had said. He must have had an idea because he sounded convinced that he was on to something big.

"Negative," replied the emotionless voice.

"Who put it there?" asked Tarantulas.

After a moment the computer replied, "That information is under restricted access."

Tarantulas sputtered angrily. "Restricted?!" he exclaimed. "I am restricted from information in my own lab?!"

While Tarantulas was busy at his computer, Black Arachnia picked up the energon crystal and walked over to the analyzer. Something about this crystal did not seem right and she wanted to find out what that was.


	27. No News is Good News

**NOTE:** Ok! Hopefully things are starting to go places now.

And another note: yeah, it would realistically make sense to have the Animorphs realize that they're dealing with Transformers. However, I would like to quote someone from the RAF forum: _"For the Beast Wars fic, I think you should maybe keep it to the Animorphs not knowing what they are. I don't think Transformers were ever mentioned in the book, so you can pretend that the TV show doesn't exist in the Animorphs universe. 'Cause otherwise, wouldn't it be a bit odd, that there's a fictional TV show that's COMPLETELY accurate? It breaks the fourth wall a bit too much for my own taste."_

In other words, for the sake of this fic, I'm going to pretend that the Transformers show doesn't exist for the Animorphs. Sorry if that drives some of you up the wall and down the others side.

Also, Part 5 and 8 have been updated to include a little more background info regarding Beast Wars.

Finally: I own nothing, not Beast Wars nor Animorphs.

--

**27) No News is Good News**

"No yeerk," the Hork-Bajir said after a moment. "I free."

_Sounds like our boy, Jara Hamee,_ Marco commented. _Maybe they know each other?_

"Why Andalite bandits let Visser Three go?" the Hork-Bajir asked.

_Andalite Bandits didn't WANT to let Visser Three go, _Rachel said bitterly. She glared in Optimus' direction again.

_Alright, Rachel_, said Tobias. _We all feel the same way, but we need to find a way to get this guy to tell us what he knows._

While the Animorphs were talking, the Hork-Bajir was looking around. He was very uncertain of the robots standing nearby. Given the choice of standing near the Andalite Bandits or the robots right now, which he did, he would choose the Andalite Bandits. He wasn't entirely certain of what was going on. His main concern was that he was free and Visser Three could reappear and end that at any time.

_Do you know anything about the Time Machine?_ Cassie asked in a calm voice.

"No," the Hork-Bajir said. "Job was to guard. Not to know."

_Great,_ Rachel said, _Our first shot at inside information and he doesn't know anything. I guess if we want to know anything we need to find a human controller._

_What happened before the robots attacked?_ Marco asked.

"Visser told us to wait for right moment," was the reply. "Robots came. Heard one say wanted second prisoner."

There was a sudden stunned silence from the Animorphs. If the Predicons had a prisoner there was only one person it could be. And it gave the Animorphs a new sense of urgency.

_Oh no,_ Cassie said. _Jake._

Once again, Rachel exploded. _Those things have Jake!_ She yelled. _We have to do something NOW! Not only could Jake be in danger, but we're also wasting morph time!_

"Those…things?" Dinobot snarled, but his comment went ignored by all except Optimus who put out a hand to quiet him.

_If we're going to do something we'd better do it soon,_ said Marco. _Otherwise we'll have to demorph at a bad time._

Marco didn't have to elaborate on what that bad time would be. The Animorphs all knew what he meant, and the Maximals could guess well enough that he meant in the middle of the Pred Base.

_Now what?_ Marco asked.

_That should be obvious!_ Rachel snapped. _We go get Jake!_

"What we _should_ do is go back to the base and--" Optimus started, but Rachel interrupted him.

_I've had enough!_ Rachel shouted. _I've had enough of you taking your time to do anything! It's my cousin in danger and if they do anything to him he'll die! You can't stick him in one of your fancy repair chambers!_

"Big Bot's right," Cheetor said, "We should have a plan."

_We had a plan,_ Tobias pointed out before Rachel could. _The original plan was to check out this Pred Base. Why should that change?_

"Tobias has a good point," Tigatron said. "We would do nothing less to save one of us."

_You're right_, Rachel commented to Tobias privately. _That guy IS different._

_What about the Time Machine?_ Marco asked.

"That would be too risky," said Dinobot, "since we don't know where it is. Our first priority should be to find their comrade. We can regroup back at the base and decide what to do from there."

Optimus mulled that over for a brief moment and he seemed to be ready to agree with the group. Just when it seemed he was gaining the trust of the young humans he did something that seemed like a good idea, but in the end it ruined any ground they had covered. Rescuing their comrade might be enough to get them to fully trust the Maximals.

"Alright," he said, "We'll change our plan to a rescue. Until we get closer all Maximals should go to beast mode."

In whirs and grinds the Maximals were all in their respective beast modes. Without so much as a word, Rachel was the first to thunder off in her bear morph. Cassie, still in wolf, was quick to try and catch up with her friend.

_Rachel, slow down!_ She shouted. _You can't just barrel in like that!_

Rachel slowed down to a halt and said, _What are you talking about?_

_This isn't like one of our regular missions, _Cassie said. _We're not just bursting in on a group of Controllers. They probably have some sort of defense system._

"I'll take care of the defense system," Air Razor said. "Don't you worry about that."

The Maximals had no doubt about Air Razor's claim. They all knew she was swift in the air, and the guns on the Predicon ship were sure to be no match for her speed.

Optimus figured that with the defense system chasing Air Razor, the Predicons trying to figure out the Time Machine and what to do with their human captive the attack should come as something of a surprise. At least he hoped so; things would probably go a lot smoother if the Predicons weren't expecting them.

_My next question is,_ Marco said, _is how do we know where the heck they're holding Jake?_

"They're probably holding him where Megatron can keep an eye on him," Optimus said thoughtfully. "That will be easy enough to get through."

"I suggest that until we break through the defenses," Tigatron said, "the Animorphs stay behind us to avoid harm."

_Alright, we got it! _Rachel said. _Let's do it already!_

"What she said Big Bot!" Cheetor exclaimed, getting excited. "We can't make their friend wait any longer."

With that said the Maximals took up the front while the Animorphs trailed behind for safety purposes. Air Razor and Optimus, with their flying robot forms, were the best suited to take out the defense guns on the outside of the Predicon ship.

Shortly after the Predicon base was in view on the horizon.

"Time to Maximize!" Optimus yelled.

In a whir of machinery, all the Maximals assumed their robot forms on the run. In the air, Air Razor shifted and then there was only one true bird form in the sky. Seeing they were getting closer however, Tobias hung back until he was hovering over the rear of the Animorphs group.

"Prime Jets, on!" Optimus yelled. Seconds later he was in the air flying along side Air Razor.

_That's what I want!_ Marco said as he continued to propel himself forward in his own gorilla form.

As they got closer, the Maximal energy signature triggered the defense guns. That was when Air Razor and Optimus took different directions. One flew off to the left and the other flew off to the right.

Air Razor used her speed to stay ahead of what the guns fired at her. She came up from behind and took them out with her wrist rockets. On his side, Optimus was using his shoulder rockets to take out guns.

In the meantime, Cheetor, Tigatron and Dinobot were positioning themselves in front of a wall. They all had weapons drawn and were pointing them in the direction of the Pred Base. With a nod from Tigatron all three fired large blasts with the intent of making an entrance for the rescue party. A large explosion and flying debris signaled that the way was clear for them to storm the base.

"Let's do it, heroes!" Cheetor shouted.

_Great,_ said Marco. _He's picking up habits from Rachel!_


	28. The Rescue

**28) The Rescue**

_JAKE:_

Since I had chosen not to answer Megatron's questions of my own free will, he was sending one of his goons to persuade me a little more.

Scorpanok clicked his claws together like a flamenco dancer as he approached the cage where I was still standing. There was a look on his face that I can't say I was too fond of.

"You better tell Megatron what he wants to know," he said. "Then we won't have to scrap you!"

I didn't want to be scrapped, but I sure wasn't going to tell them anything. These Predicons didn't seem any better than the Yeerks. I had managed to overhear Megatron talking about using the Time Machine to destroy the Maximals and take over the galaxy. Who were these Maximals I kept hearing them talk about? Whoever they were, they had to be better than the Predicons. Otherwise why would Megatron want them destroyed?

_Jake!_ A voice said in my head. _Don't worry, buddy, we're coming!_

Marco! That guy's timing could not have been better. I swear, if it weren't totally awkward I would kiss him.

_You probably aren't in morph,_ he continued, _so I'm not expecting an answer. But be ready, things are gonna get loud soon._

He wasn't kidding when he said that. About half a minute later there was a huge explosion and suddenly there was a large hole in the far wall. With that done, alarms were going off and suddenly Scorpanok wasn't so concerned about me anymore. With all attention off myself, I decided then would be a good time to morph.

"Okay," I thought as I focused, "time to see if I can break Cassie's morphing speed record."

I focused on the tiger and felt my bones beginning to shift. A tail emerged where previously there hadn't been one, fingers merged to become paws and my spine bent until I was on all fours. As fur began to sprout, my ears migrated to the top of my head and my face pushed out into a muzzle with sharp killing teeth.

_I'm in morph,_ I announced, _It would be great it someone could get me out of here._

_I'm coming!_ I heard Rachel yell.

In the time it had taken me to morph, a few more of the Predicons had shown up. Megatron came racing back into the room as soon as he realized that something was wrong. But he didn't give me a second glance; he was too busy glaring at the robots that had blown a hole in his wall. Those could only be the Maximals. He seemed to be glaring extra hard at one in particular.

"I was wondering when you would show up, Optimus Primal," Megatron said.

My attention was pulled away from whatever Optimus had to say to what Rachel was doing. She barreled right through Scorpanok like he wasn't even there. I guess not even robots can stand up to an angry grizzly bear. Especially if that bear is Rachel on a rampage.

Rachel smashed the cage for all she was worth and the bars gave away like melted butter. I lept through the broken bars and snarled at Scorpanok as he started to get up. He looked at me, and he looked at the cage, but for some reason he didn't seem able to put two and two together.

"Megatron!" he yelled, "The human is gone!"

"What?!" Megatron bellowed. He whipped around in shock to look at the broken cage. He saw me, but like Scorpanok he couldn't quite seem to figure it out.

"So," he said after a moment, "you came for the human."

I snarled at him for good measure.

Suddenly, Terrosaur appeared and made the mistake of swooping too close to Marco. He swung one of his ham-sized fists and suddenly Terrosaur was bouncing off the wall.

_I got Jake out! _Rachel yelled.

"Time to fade, heroes!" I heard a voice yelled. It came from a lanky robot that, I swear, had freckles.

_Come on, Jake,_ said Marco. _Let's get out of here!_

A couple of the new robots stood by the hole as us Animorphs made our way out. Ax, naturally, was the last of us to leave. The Maximals were right behind us; a few were already outside waiting to lead the way.

I didn't look back, but as far as I could tell, none of the Predicons were following us. I guess as far as they were concerned, I wasn't that big a deal anymore. They still had the Time Machine, so why bother chasing after an escaped human?

There were no ecstatic greetings from anyone. I imagine that was being saved until we returned to a safer location than right outside the Predicon base. And there could still have been Yeerks around. Better safe than sorry, in my opinion.

_Glad to see you're all right,_ Tobias said to me.

I was surprised. _Tobias? What you doing here, man?_

_I'm not sure how I got here,_ he replied, _but it's a good thing I was here. Needed to cool off Rachel a while ago._

_I can imagine,_ I said. _What have I missed?_

_Too much to tell you about now,_ Tobias said. _We'll fill you in when we get to the Maximal's base._

_How much farther?_ I asked.

_It's right up ahead._

I looked into the horizon. Not too far away was a large ship that looked in slightly better shape than the Predicon one. I was judging that purely on what I saw of the inside, I never got a good look at the outside. I was too busy getting the heck out of there.

Once we got inside, everyone started demorphing. There were a few minor injuries among us, but it was nothing serious. None of the robots, from what I could tell, had been damaged either. The rescue had been a quick in and out. I had to admit, but it was swifter than one of our missions against the Yeerks.

Once I was demorphed, the gray and blue robot came up to me and said, "I'm Optimus Primal, leader of the Maximals."

"My name is Jake."


	29. Getting Caught Up

**NOTE:** Once again: I own neither Beast Wars nor Animorphs.

**29) Getting Caught Up**

The Maximals watched as the Animorphs greeted their returned friend. It appeared now that the group was truly complete and things might go a bit smoother than before.

_It is good to see that you are well, Prince Jake, _Ax said when the others had finished.

"Ax," said Jake with an exasperated sigh. "Don't call me Prince."

_Yes, Prince Jake._

"Jake, do you know what happened?" Cassie asked.

Jake shook his head and shrugged. "I'm not sure. One moment I was in the lab and the machine was shot by the dracon beam. Then I was in that ship on my own. Where did you guys end up?"

"We ended up in some field with a handful of Controllers," Marco replied. "After the initial shock wore off we sort of picked up where we had left off."

"Those things have the—" Jake started to say.

"We know," Rachel interrupted. "We were there when they took it. Two of them dove in while we were fighting the Yeerks."

"We couldn't go after them because we were pretty badly hurt," Cassie said. "These guys showed up shortly after the Controllers ran off."

Optimus listened to the discussion and decided to interrupt with a question. "Were you a prisoner the entire time?"

"No," Jake said as he shook his head. "I appeared in an empty room. From there I went up into the vents. When I overheard the…Predicons talking about the machine I decided to see if I could find it. A couple hours later I got caught. Must have triggered a sensor or something."

_Did you find out where the Time Machine was? _Tobias asked.

"I heard them say it was being worked on in some lab," Jake replied.

"Tarantulas," Rhinox said. He had stepped out of the CR Chamber shortly after the group returned with Jake. He had been filled in on how the rescue went and was glad to know things had gone so smoothly.

"That was it."

Optimus crossed his arms. "We might as well plan out our next move."

"I would advise against any strikes so soon after the last one," Dinobot said. "Megatron will be on heightened alert and expecting another attack."

"I agree with Dinobot," said Optimus. "Besides, I think we all need to rest up from that last mission."

The Animorphs all sat down and attempted to tell Jake what had happened to them since they arrived. Every now and then Jake would ask questions to clarify things or comment on a choice that was made. All between them they still knew next to nothing about the actual Time Machine. The only thing that was known was that the Predicons had it and they did not. On the positive side, the Yeerks did not have it either. It was then that they told about their encounter with Visser Three.

Jake groaned and put his face in his hand. "Tell me they didn't," he groaned.

The silence from his friend spoke louder than words. They had, the Maximals had helped Visser Three when the Animorphs could have been rid of him. Jake couldn't believe it, it was one thing after another around this place.

"So what's the story with the Hork-Bajir?" Jake asked, trying to keep Visser Three off his mind.

"The Yeerks must be getting close to the end of their three days," Cassie said. "His Yeerk died."

The whole time the freed Hork-Bajir had been standing in a corner. The Maximals had asked a lot of questions when the strange alien had entered the ship. The Hork-Bajir had remained silent while the Animorphs reassured the Maximals that he was harmless.

"What's his name?" Jake asked.

_He hasn't told us,_ Tobias said. _And we haven't had the time to ask._

"What's your name?" Jake asked the Hork-Bajir.

The Hork-Bajir hesitated for a moment. "Name Dak."

"I thought Hork-Bajir had two names," said Marco. "Like our boy Jara Hamee. Don't you have one?"

"Mother and father die when Dak small," Dak said.

"You don't know what your second name is," Cassie said.

Dak nodded his head silently. "Will help humans."

"When this is all over," Jake said, "We'll take you to some friends. They're free Hork-Bajir."

Dak bobbed his head gratefully and said, "Fellana."

Marco came and sat next to Jake. Now that everyone was all caught up with what the others had been up to, it was time to decide on the next move and what should be done about getting the Time Machine back.

"What do we do next, fearless leader?" Marco asked.

Jake wasn't sure what to say. Things weren't the way they usually were. They weren't up against just the Yeerks this time. And it wasn't just him making the decisions this time. For the first time, Jake would have to consult with the leader of another group. He began to wonder how Optimus ran things.


	30. Tarantulas Thinks Things Through

**NOTE:** Sorry this took so long to get up. Homework has been keeping me insanely busy. As always: I own neither Beast Wars nor Animorphs.

**PART 30: Tarantulas Think Things Through**

During the whole ordeal, Tarantulas and Black Arachnia remained hard at work in the lab. It had taken some time, but the computer had finally finished analyzing the energon crystal from the machine.

"What does the computer say about the crystal?" Tarantulas asked.

Black Arachnia studied the screen for a moment, confused. "I don't understand," she said, "its not just energon. Somehow, something else has been fused into this piece."

Tarantulas rushed over to the screen and looked over Black Arachnia's shoulder. "How is that even possible?" he asked. "What is it?"

Black Arachnia shrugged. "Unknown," she growled. "The computer can't identify it. It's an alien substance, that much is certain."

The whole situation was frustrating. Just when it seemed they were getting somewhere, something came appeared and messed everything up. It was becoming more apparent to Tarantulas that this device was never truly meant for time travel. Certain circumstances and a freak accident had lead to the time distortion that brought the aliens.

While Black Arachnia had been analyzing the crystal, Tarantulas had been trying to open files that were hidden from him. Not only could he not access the files, but also they were on a computer in his own lab! That was the most infuriating part about it. As Tarantulas pressed buttons he clicked and hissed in frustration.

In his mind, there were only three real possibilities of who could have done this. Megatron could have done it if he thought about it long enough. Black Arachnia could have done it, but then why would she be helping him? The amusement of watching him struggle, perhaps? And then the final possibility was himself. If that was the case then someone must have wiped his memory circuits because he had no knowledge of anything related.

In his mind he could still hear the squawking voice saying, "_"It's perfect! It would be just like a time machine because it would blow him into next cycle!"_

The voice sounded like Terrosaur, but he sounded like he was just as confused about the machine as everyone else. Could his memory circuits have been wiped as well?

If memory circuits had really been wiped to hide this information that brought up a whole new round of questions. Who would do that and why? To Tarantulas it seemed far too complicated a plan for Megatron to think up on his own. And it wasn't his style, if he had any.

Waspinator was out of the question. There were few things he could be trusted to handle on his own. The chances that he could have thought up a plan that complex was about the same as Terrosaur going for a month without trying to overthrow Megatron.

Black Arachnia was a slim possibility, though this didn't seem to be the way she operated. Usually she was subtle about it as she tried to gain your confidence. She would use you to her advantage and once you were no longer useful or if things didn't go her way then she was done.

Scorpanok was too close to Megatron. He was the kiss up second in command and did nothing without Megatron's approval. It was enough to make Tarantulas ill. How could he grovel to that purple, tyrannical fool? The point was, this plan seemed above his intelligence level.

"Tarantulas!" a voice barked.

Tarantulas jumped as he whipped around to face the source of the voice. Megatron's face was on a screen on one side of the room.

"What is your progress?" Megatron demanded. "You have had plenty of time thanks to various distractions."

Knowing Megatron, there were cameras hidden in the lab. So he had been observing their progress and had a notion of what was going on. There was really no point in holding back any information. At least, none of the information they had learned so far.

"I believe," said Tarantulas, "that the device was never really intended to be a time machine."

"What?!" Megatron thundered. It was apparent that many of the new plans swirling in his head were dependant on that device being a working time machine. Now that was all over and done with.

"The components aren't correct," Tarantulas continued.

"You said you had a schematic in your database," Megatron pointed out.

"So I do," replied Tarantulas, "however, not all of the pieces are accounted for. This may have been planted in the computer as a false trail."

"Elaborate!" Megatron snapped.

"Whenever this device was made," Tarantulas explained. "Something must have gone wrong and the one responsible must have been trying to cover their tracks. There are files on my computer that I cannot access."

During the explanation, Megatron was silently fuming. Though this could still be used to his advantage. The Maximals did not know this was not really a time machine. He could still trap them as they tried to retrieve it.

"Report immediately when you unlock the files," Megatron said firmly. And then he was gone.

"You didn't tell him about the modified energon crystal," Black Arachnia stated.

Tarantulas chuckled. "And he didn't ask about it. There is no need to tell him. I am sure that is something I can use once I learn more about it."

**NEXT:** Rachel is getting anxious again. Jake's back, but that's not enough. What happens when she convinces one of the Maximals help her with a plan of her own?


	31. Rachel Gets Anxious

**PART 31 – Rachel Gets Anxious**

I was glad to see Jake back safe and sound. I'm almost positive that if we hadn't gotten there when we did, bad things would have happened. Jake could have been seriously hurt because those Predicons wanted information and thought Jake had it.

That was when I started getting angry again. We could have been there a lot sooner if that Optimus guy hadn't decided to stop and play Good Samaritan to Visser Three! He knew about what the Visser was like, we had told him. Did he think that by helping Visser Three, he would change his mind? Get all soft and fuzzy? Maybe Optimus was a little too optimistic.

It wasn't his place to judge the situation. Visser Three was ours to handle, not his. We could have been rid of Visser Three once and for all, but no. He's still around and after the Time Machine, but at least the number of Controllers with him was decreased. Had the Predicons to thank for that one.

I nearly laughed out loud at that thought. The Predicons had been trying to kill us like the Yeerks, but they were unknowingly helping us by finishing off Controllers. Were we with the right talking robots? These Maximals spent a little too much time talking things out before they acted. Even we did things faster than that.

There wasn't time to sit around for hours talking about how to handle the situation with the Time Machine. We knew where it was. It was in that Tarantulas' laboratory. So why weren't we blazing in there? Or we Animorphs could have gone small and snuck in. We were practically experts at doing that.

Then I remembered about Dinobot. Marco had told me that he thought Dinobot was like me, a fighter. Of all the robots, he had to understand that we needed to take action. It was ridiculous to sit around and talk; talking would get us nowhere fast.

"You used to be one of those other guys, right?" I asked Dinobot quietly.

He was quiet for a moment; like he couldn't believe one of us lowly humans was daring to speak to him. I could tell neither him nor that Rattrap thought very highly of us. It was like we were a nuisance to them and they were helping us out of the goodness of their…whatever they had that resembled hearts.

"Yes," he replied in that growling voice of his.

"Then you must know how those guys operate," I said. "Tell it to me straight. How long do you really think we have?"

There was most silence before he spoke. "No doubt Tarantulas has been working on it since they took it back to their base."

"So pretty much he's had a little over five hours to tinker with it," I concluded. "We need to do something now! You know that."

"We cannot blunder into battle without a strategy," Dinobot snarled back.

"Well how long does it take?!" I replied, my voice starting to rise. "You yourself said they've had nearly all day to work on it. What if they're close to figuring it out? We know exactly where it is and who has it!"

"Megatron will be expecting another strike," Dinobot countered. "If you wish your comrades to suffer a fool's death—"

"Stop talking to me like I'm an idiot!" I exploded. "I've been fighting the Yeerks a long time. I know plenty about battles and strategy—"

"You like to think of yourself as a warrior," Dinobot said, "but you know nothing of being a true warrior. Even your comrades refer to you as a warrior. You seem like nothing more than a berserker to me."

That was it. Dinobot had crossed the line. I could feel my face contorting with rage, and if I didn't control myself I would explode. What did he know? Well, the one thing he would never know was how deeply his words had burned me.

All I could do was glare at him in silence. If looks could kill, I was certain mine would have disintegrated Dinobot in a second. Taking a deep breath, I managed to tell Dinobot exactly what I thought of his opinion.

"Screw you," I snarled quietly before I stormed away. I didn't look back to see his reaction, I didn't care. I thought of all the Maximals that he would understand. That he would be able to help me rally the others to action. Guess I was wrong, but how do you judge a robot's character?

"What happened over there?" Marco asked as I walked by.

"Nothing!" I snapped.

As I slumped against the far wall, I could tell that Marco would be talking to Jake. Soon Jake would be coming over to talk to me about what had happened between Dinobot and me. I didn't need that. Yes, I was glad that my cousin was alive, but I didn't need his lecture about me keeping my temper.

"I heard you talking to Dinobot over there," a voice said.

I looked up and saw the yellow and blue robot. What had his name been? I think it was Cheetor. If he were a human, I think he would have been about our age. The one thing that surprised me was it looked like he had freckles on his face never thought a robot could have those.

"What do you want?" I grumbled. Last thing I needed was some obnoxious…

"Optimus is just talking about stuff," Cheetor said. "We need to get out there and stop the Preds!"

I looked at him again. On second thought…maybe he wouldn't be so obnoxious after all.

**After Thought:** Uh-oh. Rachel's getting cranky again. And don't worry, this won't be the last time Rachel and Dinobot butt heads.


	32. Trouble

PART 32 – Trouble

**PART 32 – Trouble**

Rachel

Cheetor, at that point, seemed more like my sort of robot. He understood that action had to be taken. It was not a time to sit around and talk. We found a quiet corner to work out a plan. While the others were wasting time, we would creep out and do some recon. It seemed that Cheetor was something of an expert on sneaking out of the base; he had done it a few times before.

"So how are we going to do this?" Cheetor asked me. I could tell he was getting excited about this covert mission of ours.

"I'll morph something small and hide out on you until we get outside," I replied. "Then I'll morph something larger."

It should have been a simple mission, right? Sneak out, do some spying and then report back triumphant with information about how far along they were. Though, you would think I'd know that things never go the way they're planned.

"Keep an eye out," I instructed Cheetor, "I'm going to go small."

I decided then that a fly would be the best route to go. Small enough to be undetected and bit enough so at least Cheetor could tell where I was.

At that moment I felt myself starting to shrink. My eyes went compound and extra arms began to sprout from my ribs. At the same time my skeleton became non-existent as an exoskeleton began to harden on the outside. Wings popped out of my shoulders as I finally shrank down to fly size.

_Ok,_ I told Cheetor. _I'm on. Let's do this!_

Cheetor didn't respond, but I knew he heard me because suddenly we were moving. I couldn't tell what was going on, so I just had to trust that Cheetor really knew what he was doing. And that he could get us out undetected by the others. If Optimus and Jake found out they would certainly flip out, at least I knew Jake would.

_I'm going to assume things are going smoothly,_ I said after a few minutes. _You're going to have to give me some sort of sign when we're all clear._

Once again, I got no response and it was starting to bug me. Sitting on Cheetor's back I couldn't tell where we were or what was going on. It was really frustrating. Pretty soon the others would notice I was missing and it wouldn't take them long to figure out what had happened.

"Ok, we're clear!" I heard. At least, I think that's what it was. Fly hearing isn't exactly high quality. I certainly hoped that Cheetor wasn't really telling me there was trouble. There was only one way to find out.

I flew off Cheetor's back and flew what I assumed was a few feet away. I didn't want to demorph on top of him. I felt all the fly features that didn't belong being sucked back into nothing. My normal human features slowly replaced certain fly ones. When I finished, I took a moment to look around at where we were.

Cheetor was right, we were indeed some distance away from the base. That was good. Before I re-morphed, I glanced around to make sure that no one else was around. I wasn't too concerned about Controllers. Well, I was concerned about the Visser since he was still out and about. No thanks to Optimus.

I decided that, once again, bear morph was the way to go. It had worked out well enough in the past. And just in case we ran into trouble on the way I wouldn't have to change from something small. The plan was that once we got up to the Predicon Base, but weren't in sight range, I would go small again for infiltration purposes.

My mind was focused on my powerful grizzly morph once again. I had been using that morph a lot the past couple of days. But it was my favorite and the best for any fights that might come up.

Fur began to sprout on my body as my limbs changed size, location and shape. My face molded into the snout of the grizzly bear as I dropped to all fours. Soon the change was complete and I was all grizzly bear.

_All right,_ I said, _let's do this! You have to let me know before we're too close to the other base. I need to be able to morph without being noticed._

Cheetor and myself hadn't gotten very far when trouble appeared. Two of the Predicons that I had seen earlier were coming towards us fast. Suddenly, my bear morph wasn't looking like such a good idea because both of those robots could fly. There was a red pterodactyl and a really large wasp. We were in trouble.

"Cheetor, Maximize!"

In response I roared loudly and began charging towards one of the robots. I just hoped it stayed low and waited to transform.


	33. Close Call

PART 33 – A Close Call

**PART 33 – A Close Call**

Tobias

For a while, Jake had been talking to Optimus about how he thought we should approach getting the time machine back. As usual, he suggested the method we lived by. Which was to go small to get in, find a place to re-morph into something more battle friendly and then get in there.

It appeared that Optimus wasn't a big fan of Jake's usual method. After months of fighting the Yeerks on our own, we were suddenly pathetic little humans that needed to be protected. Optimus didn't like putting our lives on the line like that.

"Don't you get it?" Jake asked. "This isn't new for us. We put our lives on the line just about every day."

"Be that as it may—" Optimus began.

Jake threw up his arms. "Now I see why Rachel was getting so frustrated."

The debate with Optimus continued. Once Jake brought up her name, I had noticed how quiet things had been suddenly. Speaking of Rachel, where was she?

"Optimus," Dinobot suddenly said. "I believe I should go patrol the perimeter."

"If that's what you think you need to do, Dinobot," Optimus said.

"Wait a second," Marco began.

I didn't listen to the rest, but I could tell Marco was going to start on how Dinobot could come and go at will but we were practically being grounded. But there was something behind why Dinobot wanted to go out, I didn't think it had anything to do with suddenly wanting to patrol the perimeter. He suspected something.

_I'm coming with you_, I told Dinobot privately. _You suspect something, I can tell. Don't say anything._

Dinobot was hesitated a moment, but didn't say anything. As he walked by I quietly fluttered onto his back. Everyone else was so engrossed in their conversation that no one noticed us leaving.

Once we were outside I said more to Dinobot. _I noticed Rachel and Cheetor were missing too. I didn't see them leave, but like you I can guess what they're up to._

"You sound as if this happens often," Dinobot said as he walked.

_Rachel can be pretty gung-ho sometimes,_ I replied. _If things are going too slow for her taste, she needs to move them along._

"Cheetor has a talent for getting himself into trouble," Dinobot replied.

I could tell what Dinobot was getting at. From what I could tell Cheetor was eager to prove himself and wanted to do anything he could to help. Even if that meant sneaking off to help an impatient teen warrior.

That brought to mind the heated discussion Dinobot and Rachel had been having. It was quiet enough that no one else paid attention to it, but I was close enough to hear. Rachel considered herself a warrior in our fight against the Yeerks and Dinobot had pretty much shattered that. What Dinobot had said cut Rachel more than he would ever know.

Part of me was mad that he had talked to Rachel that way, but he wouldn't understand if I tried to chew him out over it. So what was the point?

_I think I'm going to take to the air,_ I said.

With a couple of strong flaps, I was off Dinobot's back and flying above him. It cut off conversation possibilities, but that wasn't on my mind. We had nearly lost Jake; there was no way I was going to let anything happen to Rachel.

No sooner had the thought crossed my mind then I looked ahead. There was trouble; two of the Predicons were in the air.

_Dinobot,_ I said,_ there's trouble up ahead!_

"Dinobot, Maximize!" I heard the Maximal shout.

In less than a minute, Dinobot was in his humanoid form racing towards the area of trouble with what looked like a spinning sword drawn. This was his enemy, his fight. He knew these two and had probably been fighting them a while.

We respected that fact. They knew the Predicons and understood how they fought. That was the only reason Cassie had said she agreed to join up with the Maximals. But they didn't seem to show the same regards to us in our fight against the Yeerks. We were human children and, in their minds, had to be protected.

_Oh God,_ I said. _Dinobot, get a move on! Rachel's down!_

On the ground was a large grizzly bear. It was bleeding from multiple wounds, but was trying to get up. It wasn't succeeding. Meanwhile, a red and white robot was coming back around in the air cackling manically.

Before it could do anything, the robot was hit with a bright green laser blast. It must have come from Dinobot.

"Face me, Terrosaur!" he snarled.

"Waspinator, leave the cat," Terrosaur shrieked. "It's the traitor!"

"Oooh!" Waspinator buzzed. "Megatron would reward for destroying traitor-bot!"

While Dinobot was handling the two robots, I was landing near the bear. I had to get Rachel's attention before she lost consciousness. It was coming too, I could tell. It was getting harder and harder for her to even try to get up.

_Rachel,_ I said, _Rachel its Tobias. Listen to me; you're hurt really bad. You need to demorph!_

_Tobias?_ I heard. Even in thought speak it was getting weak. _What are you doing here?_

_Never mind that!_ I snapped, starting to get anxious. _Demorph! Come on, Rachel!_

There was no answer. For a moment I was afraid of the worst, but then I saw the change starting to take place. Fur was disappearing and limbs were shrinking.

At the same time, Dinobot had taken care of the two robots. He had heavily damaged the Terrosaur who declared a retreat. Waspinator had already been buzzing away in fright.

While I waited for Rachel to demorph, Dinobot walked over to check on Cheetor.

Cheetor went back to his cheetah form. He had appeared to be damaged, but not badly.

"How'd you find us so fast, Dinobot?" he asked.

"You should be grateful I did," Dinobot replied. "You should get back to base, you are damaged."

Cheetor was sulking back to base by the time Rachel finished demorphing. She sat on the ground for a moment while she waited for her head to clear.

"Tobias," she said. "Is it just you?"

Before I could answer she saw Dinobot approach. She opened her mouth, but didn't say anything. I could guess why. After the argument she probably wasn't too thrilled to see him.

_When you're ready,_ I said, _morph bird and we'll fly back to the Maximal Base._


	34. Discovery

***PART 34: Discovery**

When the group returned, all attention turned to them. Cheetor had arrived slightly before Tobias, Rachel and Dinobot. He had been explaining sullenly to Optimus what had happened.

Optimus' face was stern as his arms had been crossed as he listened. He was tired of Cheetor getting trying stupid stunts. It nearly always placed him in danger, and this time he had placed someone else in danger.

Jake approached Rachel as soon as she had demorphed.

"What did you think you were doing, Rachel?" Jake asked. "Going off on your own like that? And putting Cheetor in danger like that because you had to be Xena!"

Jake's temper was rising, and Cassie could tell. She put a hand on Jake's shoulder and quietly asked Rachel, "What's wrong, Rachel? Ever since we got here, you haven't been yourself."

"You sure about that?" Marco muttered.

"How can you not know what's wrong?" Rachel said. "You should all be feeling the same thing. While we're standing around, those other robots are getting closer to figuring out the Time Machine. And if they do then we'll…"

When Rachel broke off, Cassie finally understood. "You're afraid if we don't act now….we won't get home."

Jake sighed. He should have known that was the problem. Rachel was worried about her sisters and her parents. Jake was pretty sure everyone was worried about that, but they were trying to think about other things otherwise they would be tense like Rachel.

The only one this wouldn't seemingly affect would be Tobias and Ax. Ax was millions of miles away from home on a regular basis; so a little time travel didn't change much. He was with his friends anyway. It was the same with Tobias, he was with his friends. He didn't have much to miss from their normal time.

*******

Meanwhile, in another location, Visser Three and the remaining Controllers were making plans of their own. Their numbers were too few to lead any attacks against either the robots or the bandits. Especially since the bandits had teamed up with one of the robot factions.

_We must get that machine back,_ Visser Three was saying. _It would do much for the future of the Yeerk Empire._

"But how do we get it back, Visser?" asked a human controller.

Before Visser Three could answer, one of the other human controllers had glimpsed something shining out of the ground. "Visser! More of those purple crystals! This must be where the one from the machine came from."

_Gather some!_ The Visser exclaimed. _When we return to our own time we can use them like the other one._

While the other controllers scrambled to do what the Visser had commanded, Visser Three fell into thought. They would need that modified crystal back soon; they were running out of time. Within another day and a half, the Yeerks that remained to him here would be on the verge of death.

***

In the lab, Tarantulas was finally making a breakthrough with the locked files. He had come across something that required a password to access it. At first, Tarantulas had tried possibilities off the top of his head. When none of those worked, he had a code breaker program on his computer run through more possibilities. The list was nearly endless so Tarantulas knew that it would not be a speedy process. While he waited, he helped Black Arachnia study the crystal.

The substance that had been fused into the energon crystal was indeed an alien substance. But somehow, the two were compatible. The energon was holding it well and somehow still functioned as it should. But why go through the trouble of fusing something else into the energon? What was the point?

The computer interrupted the examination of the crystal with two simple words. "Access granted."

In a flash Tarantulas was at his computer as the files opened up. Something had worked, one of the passwords the program generated worked. It had taken nearly three hours, what had the password turned out to be?

"What?!" Tarantulas sputtered. "That's…that's impossible!"

"What?" Black Arachnia asked, a little calmer than Tarantulas.

"The password that unlocked the files was Starscream!"


	35. The Device's Original Purpose Unveiled

**PART 35: The Device's Original Purpose Unveiled**

Tarantulas scanned the files that he had been trying so hard to access the past few megacycles. A lot of things were making a lot more sense now. He had been right, the machine was never designed to be a time travel device. But if it wasn't that, then what was it? And who had designed it?

The one thing Tarantulas was focused on, however, was the meaning behind the password. It was "Starscream" that had opened up the files, and Tarantulas needed to know why. It could be the meaning behind all of this somehow.

Starscream had been a treacherous traitor in the time of the Decepticons. And somehow, his spark had managed to survive the millennia in space and wound up in the location of the Maximals and Predicons. Starscream had found his way to the Predicon base and, through the computer, had possessed Waspinator. He had shown his traitorous nature by playing both sides.

Naturally he had come up with a plan to overthrow Megatron and destroy the Maximals. For a short time, he had taken Black Arachnia as his apprentice. But when Starscream had betrayed her, Black Arachnia had paid him back in kind. A shot at a deposit of energon had sent Starscream's spark plunging back into the coldness of space.

"I've found something!" Tarantulas couldn't help but exclaim. He was getting so absorbed in uncovering the mystery behind all of this, he couldn't' help but get excited.

"What did you find?" Black Arachnia asked, coming to stand behind Tarantulas.

"I've found a video recording," Tarantulas said. He quickly had the computer access the file.

"Waspinator?!" Black Arachnia exclaimed. "That's impossible. There's no way he possesses that sort of intelligence."

"No…I do not believe Waspinator was really the one behind all this," Tarantulas replied.

"This is Air Commander Starscream," Waspinator said. Though, it didn't sound like Waspinator's voice. Somehow, his voice had become more high pitched and scratchy.

"Starscream?!" Black Arachnia exclaimed.

"While the others are divided between here and the Maximal base, I shall be working on a project of my own," Starscream said. "Because I may not have the amount of time necessary I won't be working on this alone. Tarantulas is lending his services…"

"You helped him?" Black Arachnia asked. "I thought you didn't trust him."

Tarantulas was stunned and it took him a moment to gather himself. "I…I have no memory of this!"

"Granted," Starscream continued, "if things go wrong, he won't remember anything. If something should happen, the memories of all involved will be erased and the files contained here will be encoded so not even Tarantulas will be able to access them."

Black Arachnia snorted. "He didn't do a very good job did he? You found them."

"Actually, he did do a good job hiding them," Tarantulas said. "If the device had not turned up, then I never would have gone searching for the files."

All of a sudden the video fizzled out and, despite his efforts, Tarantulas was not able to recover it.

"What's happening?" Black Arachnia asked.

Tarantulas hissed and clicked. "Starscream rigged the files to deteriorate in case anyone other than himself opened them! The files are slowly disappearing!"

It was a race against time. Tarantulas had to find the information he needed before the files were permanently deleted. He didn't have the time to attempt to back them up or stop the process of deletion.

Not long afterwards, Tarantulas found the answer he had been looking for. The machine that was currently in his lab was never meant to be a time machine; he knew that, it was in fact meant to be…

"A bomb?" Black Arachnia questioned. She was still looking over his shoulder, which was quickly becoming annoying. "Why was Starscream trying to make a bomb? And why go through such trouble?"

"I can only guess that the bomb was meant to wipe out Megatron and possibly the Maximals," Tarantulas theorized. "A malfunction probably caused it to end up in the hands of those aliens."

Black Arachnia suddenly had a revelation of her own. "Right before I shot that energon…he must have sent the signal that erased your memory circuits and encoded the files!"

"Nooo!" Tarantulas suddenly screamed. His time was up apparently. The more he had tried to access files, the faster the deletion process had gone. Now all the files on the machine were gone. Not that it mattered much anymore because the aliens had fused some of their own technology onto the device and that changed things. Though what was the purpose of the device for them?

The one thing that still bothered Tarantulas was why he had agreed to help Starscream at all. And how had Starscream erased those memory circuits? Those files, if they existed, were gone for good. Starscream's spark was somewhere out in space again so that mystery would remain unsolved.


	36. Visser's Thoughts, An Understanding

***PART 36: Visser's thoughts/Coming to an Understanding**

When the device had appeared, Visser Three had thought nothing of it in the beginning. But when it was examined more closely, the alien components had caught his attention very quickly. They salvaged what they could, many of the components were badly charred, and it was difficult to tell what they were supposed to have been.

Based on what was left, it was difficult to say what the device was meant to be. Scientists the Visser had summoned had no answers either, much to the Visser's disappointment. He had them working virtually around the clock to find an answer.

Then they had discovered the energon crystal. They didn't know exactly what it was since nothing like it existed on Earth that they had yet encountered. The human controllers Visser consulted said their hosts knew nothing about it and could only compare it to known mineral formations. After a round of tests, however, it was determined that the crystal was not from Earth.

Visser Three was determined to know about the crystal so he ordered extensive tests done on it. Results were to be reported to him as soon as they were available. Certain emphasis was put on "as soon as they were available" so that the scientists receiving their order knew that if the results were discovered to have been the slightest bit late, it would be their heads that went rolling.

In the present time, the Visser was trying to calculate in his head how things had gone wrong. What had happened to the machine during the fight with the Andalite bandits that had resulted in a time jump? From what host memory told him, the circumstances were almost similar to a sario rip. It clearly wasn't that though. They were still present after several hours; no one had started to disappear.

Time was running out, they needed that machine back before it was too late. Visser Three was running through a mental list of their options. Their numbers were too few to attack either side. The last thing the Visser wanted to do was go and ask the Andalite Bandits for help. Megatron was out of the question as well, he was arrogant and egotistical. In other words, his personality was too close to the Visser's.

The only thing that could be thought of was the plan the Visser had originally thought of. Wait for the Andalite Bandits to get the machine and then get it from them.

*******

Meanwhile, at the Maximal base, the Animorphs were still recovering from Rachel's stunt. It hadn't accomplished anything and two members from both sides had nearly been lost.

Optimus had listened while Jake talked to Rachel about what she had been trying to do and why. Slowly, Optimus was learning more about this young group of humans. He was seeing how much they looked out for each other.

Ax had been talking non-stop to Rhinox about technical things and Optimus didn't want to interrupt them in case they came up with something about the device.

Jake walked over to Optimus; he figured it was about time the two of them have some sort of leaders conference, or something along those lines. They needed a plan of action, and the Animorphs still needed the Maximals' help.

"I was talking to Ax," Jake started out. "About the rescue mission. Everything else was going to hell in a hand-basket, but he tells me the two groups fought well together."

Optimus understood it to be Jake's way of saying that it appeared to actually be a good thing that the two teams had joined forces.

Optimus wasn't entirely sure how to respond to that. Once he thought back on it, the Maximals and Animorphs had made a good team. He sighed; this next bit was not going to be easy.

"And I was talking to Rhinox," Optimus said. "Perhaps I was wrong to judge you so quickly. You and your friends certainly seem capable of handling themselves. When they're not being impulsive."

Jake understood what the gist of it meant. It was pretty much Optimus' way of saying that he had been wrong to butt in earlier. He was finally accepting that this young group of humans didn't need constant protection.

"That's great and all," Jake replied, "but from what I hear it would have been great if you had come to that revelation earlier. Do you know how long we've been trying to get rid of Visser Three? I know you've been told what he's trying to do."

Optimus sighed. That was the other thing he was beginning to realize, the mistake he had made in helping that strange alien.

"I think," Optimus began, "that I was, at the time, naively assuming he would react similar to Megatron. The described personality was certainly similar."

Jake smirked when he said, "That's the one thing you have to remember about ruthless megalomaniacs. They never react the way you think they will."

While Optimus and Jake were having their talk, Dinobot was doing some thinking of his own. On the way back, Tobias had been privately explaining some of the mystery behind Rachel's personality. Sure, she could be impulsive sometimes, but she had never before taken it to the extreme she had a little while ago. Tobias also revealed how much Dinobot's earlier words had cut into Rachel. He had described some of their fights and Rachel's role. She was brave and always there to protect her friends.

Dinobot walked over to Rachel, who was standing in the corner. She looked pensive, and was probably thinking about what had happened. When she saw Dinobot approach, she scowled.

"What do you want?" she asked.

"I wanted to say," Dinobot began. "That perhaps I misjudged you earlier."

Rachel looked confused; this was quite a turn around from the earlier discussion.

"What are you saying?"

"I have been speaking to your comrades," Dinobot replied, "and they have told me much of your courage and honor. Perhaps you are more of a warrior than I gave you earlier credit for."

Rachel's expression softened. That meant a lot to her; secretly she had been admiring Dinobot's warrior spirit and code of honor.

"Thanks," she said. "For that and for coming to help me. You didn't have to do that."

Before Dinobot could reply Cheetor made an outburst.

"I totally forgot about something, Big Bot!" he exclaimed.

"What is it, Cheetor?" Optimus asked.

"When I was coming back here I found this," he said as he pulled out a small CD.

"One of the Controllers must have dropped it!" Cassie said.

Jake snapped into his own leader mode, similar to how Optimus had before the rescue mission.

"Ax!" Jake snapped. "I want you to work with…Rhinox about getting that CD to work. It probably has information about what the Yeerks were doing with that device!"

_Yes, Prince Jake,_ replied Ax.

Jake sighed, but didn't bother to correct Ax that time.


	37. Project Codename: Time Machine

***Part 37: Project Codename: Time Machine**

Optimus was impressed with the way Jake handled himself. When he started talking, the Animorphs listened. Ax was right away working hard with Rhinox to figure out a way to get the small disk to work with the Axalon's systems.

It took less than an hour for them to get it working, but to everyone in the room it felt like an eternity. This could finally be the answer to what the Yeerks had done to the machine and what their goals were. The Animorphs were probably more on edge about it than the Maximals however.

_Prince Jake!_ Ax exclaimed. _We have done it. We are opening the files now._

The Animorphs and remaining Maximals rushed over to the screen so they could see what would come up. The first words on the screen were in large print:

**Project Codename: Time Machine**

"So it wasn't a time machine after all," Air Razor commented.

"Yeah," replied Jake, "but what is it really?"

"Whatever it is, man," Marco said, "it can't be good. Visser Three wants it back _bad_."

The Animorphs all leaned in to examine the files as they popped up. However, most of the files were in an alien language that they couldn't read. It would be up to Ax to fill them in on what it all meant.

There were text files and there were schematics. Most didn't get much of a reaction out of Ax until he saw something in particular.

_Prince Jake, _Ax said.

All at once, Jake and the others were nervous. The tone Ax had taken on was not at all good. It was full of concern, shock and maybe, just maybe, a trace of fear.

"I'm afraid to ask already," Jake said. He took a deep breath to brace himself and asked, "What is it?"

Ax hesitated before he said, _I do not know how…but the Yeerks have found a way to Kendrona with the Energon crystal._

Jake's jaw dropped open in extreme shock, Cassie gasped and Marco shouted, "No way, Ax-man!"

"What…." Cassie said, really shaken up. "What does it mean, Ax?"

The Maximals said nothing; they assumed eventually that the Animorphs would fill them in on what this all meant.

Jake, Marco, Rachel, Cassie and Tobias had an idea what this all meant, but they needed to hear Ax say it.

_In essence, _Ax explained, _the Yeerks have created a…portable Kendrona._

The Animorphs all reeled in disbelief, and Optimus got the idea that this was nowhere near a good thing.

"That's why Visser Three wants it back so badly," Rachel said.

"Would you guys mind telling us what dis all means?" Rattrap asked.

Jake took another deep breath to calm himself down. His mind was spinning at the idea.

"Yeerks need to go to a special Pool every three days to soak up Kendrona rays," he explained. "If they don't, then they die."

"That's what happened to that alien over there, right?" asked Cheetor.

Jake nodded before he continued. "I guess the Yeerks have found a way to fuse Kendrona with those…Energon crystals. I think what they've done is create a portable device. Then they wouldn't have to go the Pools. They'd have something right there with them."

"But…how would it work?" Cassie asked. "The Yeerks have to come out of the head. And if they do that away from the Pool than the involuntary hosts can't be locked up. They would run away."

_I believe that it would work like a human scanning device,_ Ax theorized.

_You mean like an x-ray or MRI,_ Tobias said.

_Yes,_ Ax said. _It appears that it would send a beam through the ear of the host directly to the Yeerk. If they gather more of these Energon crystals, get the machine back and recreate the accident…_

Ax let the statement hang in the air. It was too much for even him to finish. If that were to happen the Yeerks would be practically unstoppable. They were able to cripple the Yeerks by destroying Kendrona and Pools, but with portable devices…what hope would they have? Elfangor's sacrifice would have been in vain by that point.

"That can not be permitted to happen," Tigatron said after a moment of silence.

"I couldn't agree more," Optimus replied. "What do you say, Jake?"

"I think it's time we came up with a plan," Jake replied.

"Let's do it!" Rachel and Cheetor exclaimed simultaneously.

They were on either side of Marco who whipped his head back and forth between the two.

"Good Lord!" he exclaimed. "She's everywhere!"


	38. Now or Never

***Part 38: Now or Never**

Optimus and Jake were firing off ideas left and right as to how the mission should be approached. Jake suggested that the Animorphs go in small to find the device as Jake was somewhat familiar with the ventilation system after his previous adventure.

While the Animorphs would be sneaking in, the Maximals would be outside making a distraction. After the Predicons head out to deal with them, the Animorphs would find a quiet place to demorph and go to their battle morphs.

"We'll do what we did before," Jake said.

"Before?" asked Marco uneasily. He had an idea what Jake was getting at and he wasn't sure he liked it.

"We'll use the same plan as when we were first going in to get the Time Machine," was the reply.

"Oh man!" Marco groaned. "That means going fly morph! I_ hate_ insect morphs!"

"Care to fill me in on what your plan was before?" Optimus asked.

"We morphed fly and rode on Tobias to where we were going," Jake explained. "He found us a way into the building by a quiet room. Ax demorphed first and checked it out. When it was all clear, the rest of us followed and went to battle morph."

"And you have used this battle strategy in the past?" Dinobot growled.

"Works just about every time," Rachel replied.

The details were worked out. If they ran into any trouble the Animorphs would be able to contact Optimus or one of the other Maximals for assistance. The Maximals watched as the Animorphs turned away from each other to prepare to go to fly morph.

"Why do you turn away from each other?" Tigatron asked curiously.

"Going to fly morph isn't pretty," Cassie said. "You'll see."

And the Maximals did indeed see, and hear also, as bones crunched, spines slurped, facial features rearranged, limbs got spindly, extra limbs sprouted and bodies shrank. Not even Cassie's natural ease at morphing could make the sight any more appealing.

"Dat's disgusting," Rattrap said when they were mostly done.

Tobias moved over to where the group of flies was and they found their way to the feathers around his neck.

"This is the most unusual day," Air Razor commented as Optimus opened the overhead hatch so they, and Tobias, could fly out.

Optimus chuckled, "It certainly is."

With out any other comment, the group took off towards the Predicon base with hopes of finding what the group of humans needed.

Meanwhile, Visser Three was still biding his time. He was starting to get impatient, but luckily, he wouldn't have to wait for long. At that moment, a group of animals ran by and two robots flew overhead. If Optimus had been looking out for the Visser than he might have spotted him and the small group of Controllers that remained to him. But his mind was elsewhere and so the Yeerks went unnoticed.

_We move now!_ The Visser commanded.

The small group was startled when the Visser's command rang in their minds. They had been there a while and the Visser had been quiet for so long. But it was finally time to make a move since the Andalite bandits were making their own.

So the small group of Controllers quickly, but quietly, followed the Animorphs and the Maximals. Though at the time the Visser thought he was only following the Andalite bandits.

The group of heroes was drawing close to their mark. Optimus knew that when the Maximals got close enough the Predicon sensors would pick them up and the party would start. He couldn't talk to Tobias, but that was not a problem. It had been set up earlier at the base.

Tobias, with his friends, would fly down to the underside of the base where they would have relatively no problem getting in. And once the Maximals had the Predicons distracted than the Animorphs would have nearly free reign of their base.

"Time to Maximize!" Optimus shouted down to those who hadn't yet transformed.

With much yelling and whirring of machinery that was soon changed and each one of them had weapons at the ready.

"Time to let Megatron know he has guests," Rhinox said.

That was the cue for everyone to start firing on the Predicon base in order to draw attention to themselves and away from the hawk flying curiously close. Not that Megatron was ever one to pay attention to nature.

While the Maximals were starting up the diversion, Tobias was flying near the underside of the base trying to locate the opening Optimus had tried to explain to him. When he couldn't give an adequate description, Dinobot had jumped in and gave a much more clear picture of where to go.

_Any sign, Tobias? _Jake asked.

_Not…no wait, I see it,_ Tobias replied. _Heading over. Get ready, gang._

Using the stealth that had become part of his life, Tobias flew up and into the opening he had spotted. Once inside he circled for a moment. The ductwork was visible, but he just had to find an opening he could get into. That didn't take very long because soon Tobias was gliding into a large hole and settling on the bottom.

_All ashore,_ Tobias said.

_Good,_ Marco said a little woozily, _I need off this roller coaster ride._

Once all the flies were off Tobias it was the same scene from the Maximal base but in reverse as the group returned to their human forms. Limbs were sucked up, some grew, size increased, bones and organs grew.

Ax morphed to his Andalite self briefly enough to realize that there wasn't quite enough room in the duct for him. So he quickly went to his own human morph.

"Ok, Jake," Cassie said quietly. "Do you remember where to go?"

Jake breathed out slowly and said, "I think so. Follow me."


	39. Distractions

**NOTE:** The end is near! I'm pretty sure the next part is going to be the last one. Anyway, hope this part was worth the wait! Enjoy!

***Part 39: Distractions**

The Animorphs were navigating through the ducts in the Predicon base. They were following Jake, who was picking up where he had left off earlier trying to locate Tarantulas' laboratory. Some of the duct looked somewhat familiar from his earlier explorations. Time was short however; Jake had no idea how long the Maximal's diversion would last. How long would it take Megatron to realize what was going on?

"Megatron!" Scorpanok yelled. "The Maximals are outside!"

Megatron rolled his eyes as another explosion hit the outside of the ship's force field. There was certainly no shortage of someone stating the obvious. If Megatron was anything, it was not a fool. He knew full well what the Maximals were up to. And what could be more fun than playing along?

"Scorpanok!" It was Megatron's turn to yell. "I want you to send a message down to Tarantulas. He's going to have company soon."

While Scorpanok was sending the message, Megatron was getting the others out to meet the Maximals. He would play their game for now, it would be amusing.

"Maximals!" Inferno screamed with his usual enthusiasm. "You will buuurrrrrnnnn!"

For the most part, the Maximals were staying behind large rocks and firing at random to keep the Predicons away. It was easy to tell that this tactic did not please Dinobot, but that's not why they were there. Dinobot would gripe and complain no matter what. Though, for once, he was one hundred percent behind this mission. No one could disagree on the fact the Preds with this sort of machine was bad news.

However, the worst news was yet to come. Visser Three was still on his way to the battle scene. He knew what this fight was about and he couldn't stand to the side anymore. No doubt the Andalite bandits were trying to track down the device.

"Megatron is no fool!" Dinobot snarled as he fired at Inferno who was yelling about "the royalty" as loud as he could. "How long do you really think this ploy will fool him?"

"Long enough for Jake and the others to find the device, I hope!" Rhinox replied.

As Optimus surveyed the battle he noticed two Predicons missing. Tarantulas and Black Arachnia were not present. That obviously meant they were still with the device. That was expected but Optimus also noticed that Scorpanok was only just then joining the fight. What had he been doing?

Apparently Dinobot had noticed the same thing because he turned to Optimus and said, "Optimus, I am going to go and assist our human comrades. No doubt Scorpanok was warning Tarantulas and Black Arachnia of their approach."

"And you believe they cannot handle those two on their own?" Tigatron asked.

"They are human," Dinobot snarled, "They do not carry weapons. Tarantulas and Black Arachnia, however, do."

Tigatron gave that statement thought before stating, "I wish to assist the humans as well."

Optimus nodded. "All right, but I can't spare anyone else."

"Dat's fine wit me!" Rattrap said. "Dere's no way I'm sneaking into da Pred base for a bunch a humans."

"I thought you said you liked them!" Cheetor replied in between shots at Waspinator.

"I do," Rattrap said as he ducked to avoid being shot by Terrosaur. "But not dat much!"

Inside, Jake and the others were getting close. They could hear voices now that were not coming from anyone in their group. Everyone had been strangely quiet since they began their newest mission.

One of the voices the heard was male and sounded kind of raspy. The second voice was female and silky. Jake had no doubts what they were talking about; they were trying to figure out the device and how to make it work.

Jake stopped and whispered to the group. "All right, we need to figure out a way to morph and get over there."

"Prince Jake," Ax said quietly, "I believe-ieve-vuh that I can morph my tail and cut us an opening-ing-guh."

"We'll have no guarantee where we'll end up though!" Rachel whispered harshly. "I don't want to drop in on those two robots before I've had a chance to morph."

_The voices are further ahead,_ Tobias said. _It sounds pretty quite below us. Ax can cut the hole and I'll fly down to check it out._

"That's too risky, Tobias," Cassie replied.

_We don't have much choice, _Tobias replied.

Jake didn't want to risk Tobias like that, but he had a point. They were running out of time and options. The distraction outside would only last so long and they were probably nearing the end of their window. He nodded in Ax's direction, which was his silent approval of the idea.

Everyone sat still and silent as Ax concentrated on de-morphing slowly. One of the first things to start to grow was his tail, which was what they wanted. When the blade was sharp enough he cut an opening in the bottom of the duct.

When the hole was made there was no commotion down below in reaction to the sudden appearance of said hole, so everyone assumed that they had found a quiet spot. However, Tobias was still the first one to fly out into wherever the hold led to.

_It's all clear! _Tobias reported. _But I think this is like…a hallway of sorts leading to the lab. I can hear the voices further down._

There was only one question on the minds of those still in the duct. Tobias was on the ball though and answered the question without it being asked.

_Don't worry; it's not a long drop to the ground,_ he said. _I think you can all make it without being heard. But you should start morphing as soon as you hit the ground._

"Let's do it!" Rachel whispered as she jumped out of the hole.

One by one, the other Animorphs followed. As soon as they hit the ground they began morphing into their respective battle morphs. Rachel was halfway in bear morph by the time Jake hit the ground. Her face was growing outwards into the distinct muzzle and fur was growing from every part of her body.

Ax, who was fully Andalite again, was keeping on eye on the direction the voices were coming from. So far no problems.

Jake was starting to go to his tiger morph when there was a soft sound behind them. In that moment Jake's heart made a flying leap for his throat and he almost stopped morphing out of surprise.

"Peace," a soft voice purred. "We are here to help you."

As Jake's shifting spine forced him to all fours he was able to turn around to see Tigatron and Dinobot standing behind the group. Jake wasn't going to deny they would probably need help. These Predicons seemed to be much better shots than the Yeerks were, even if there were only two of them at that moment. This mission was too critical to not accept the help.

_Everyone ready?_ Jake asked.

_Let's do it!_ Rachel said again, more enthusiastically.

Outside at the site of the distraction, something else was about to happen. A new figure was about to come into play.

"Optimus!" Cheetor shouted. "Over there!"

Visser Three and the remaining Controllers were racing over the horizon.

Dak, the freed Hork-Bajir, who had been crouched behind a rock until that moment saw the group approaching. He jumped up right away and yelled, "Free or dead!"

The Maximals were uncertain what to do, so they let Dak go. They were slightly more distracted with Visser Three. His appearance was changing and they assumed it was not going to be a good thing.


	40. Grand Finale

** equal an addition.

***Part 40:** **Grand Finale**

"Who's that guy, Big Bot?" Cheetor asked.

Optimus figured there was only one answer. This must be the Visser Three that the young humans had been worried about! He had probably been waiting all this time for the perfect opportunity to strike. Jake had mentioned his forces were limited since arriving after the accident.

Megatron also noticed the new arrival, but he wasn't as in the loop as Optimus was. He had yet to witness anyone morphing and had no clue what an Andalite was. So the sight in the distance was enough to render him speechless. And that was something that did not happen often.

Visser Three's changing form was enough to bring the conflict between Maximal and Predicon to a complete standstill. Every single set of optics was on the Visser who was growing larger and larger.

"Big Bot," Cheetor asked, "What…what is that?"

None of the Animorphs were around to identify the creature that Visser Three was becoming. If they had been, they would have known in an instant, but none of them would have been able to speak. The creature was none other than the one Visser Three had used to murder Prince Elfangor.

The creature was massive. It had enormous teeth, a huge head and long arms. Inferno barreled towards it screaming in his usual fashion. Visser Three swung an arm and practically knocked Inferno from the sky.

"Waspinator does not like this!" Waspinator buzzed and he swooped to avoid going near the creature.

It was evident that Megatron was not happy with the situation either. As the large creature took a swipe at Terrorsaur and then Air Razor, Megatron realized he was going to have to do something he did not like.

"Optimus Primal!" Megatron shouted.

"Now is not the time, Megatron!" was Optimus' annoyed reply.

"I believe you will want to listen to this, Maximal," Megatron said, "yeesss."

"Make it quick, pred!" Rattrap sneered.

"I was not speaking to you, vermin," Megatron shot. "Optimus, since it appears we have a common enemy, I wish to proprose a….truce."

Now it was Optimus' turn to be rendered speechless.

"A truce?" he questioned.

"Temporarily, of course."

"Of course," Optimus replied as he thought.

There was no harm in accepting the offer. Though he was surprised Megatron had been the one to put forth the suggestion. If Megatron had decided that the Predicons could not handle the creature alone, however, then maybe this was an offer to be snatched up quickly.

So, both Maximal and Predicon turned to face the new threat. It would seem that the Animorphs would be getting more time after all. That was if the new combined forces were enough to hold back Visser Three.

Meanwhile, inside the base, the Animorphs and the two Maximals were approaching the laboratory. The voices of the two Predicons were a lot clearer now, and for the moment the group remained undetected.

"I suggest that Tigatron and myself enter first," whispered Dinobot, "in order to draw their fire."

Jake was unsure what to think for a moment. Was Dinobot placing himself under Jake's command? It sure seemed that way.

_Ok_, replied Jake. _Ax, you go for the device. The rest of us will distract those two Predicons._

_Let's…_

_Don't say it, Rachel!_ Warned Marco.

…_do it._

Marco groaned with annoyance while Dinobot and Tigatron got into place. For a brief moment, there was a pause. Then in a split moment, the two Maximals went bursting into the room with weapons at the ready.

Tarantulas and Black Arachnia whipped around. Suddenly the proximity alert was blatantly obvious. Why hadn't they heard it before? Of course, they had been too absorbed in trying to reveal the secrets of the device. All else had been pushed from their minds and ignored.

As Dinobot predicted, the first thing the pair did was open fire. This was cut short as Marco swung a massive fist in Black Arachnia's direction.

"Why don't you Maximize, Optimus?" she exclaimed.

_Wrong gorilla,_ said a voice out of nowhere.

The brief stunned pause was all the time Marco needed to swing his other fist and sent Black Arachnia flying across the room.

Tarantulas came to the fast realization that he was grossly outnumbered, but he couldn't let them get the machine! What else could they have possibly been there for? That was when he saw the strange blue creature reaching to pick it up.

"Noo!" he yelled and raised a weapon in Ax's direction.

_I don't think so!_ Bellowed Rachel, and eight hundred pounds of grizzly bear went barreling at Tarantulas.

_Prince Jake!_ Ax exclaimed _I have the device!_

_Great!_ Said Marco. _Now let's get out of here._

Jake was happy the machine was in hand, but he couldn't help but think how ridiculously easy that turned out to be. Though the hard part was yet to come. Even though they had the device, they still didn't know how to use it to get home. Especially since they learned the machine was never meant to be a time machine in the first place. The whole thing was a freak accident.

_Let's get back outside!_ Jake said.

Back outside, it was hard to determine who was winning the fight. The combined force of Maximals and Predicons were firing at Visser Three, but it was hard to determine if the creature was taking any damage. Waspinator had been ripped clean in half. His torso could be heard off to the side whimpering.

"Why this always happen to Waspinator?" was the piteous lament.

Everyone was too busy to answer him, though. Air Razor and Terrorsaur were launching a combined attack in the air. While on the ground Rhinox was whipping out both machine guns.

Rattrap let out a triumphant whoop as Megatron's laser sheered one of the tentacles off. Then he caught himself. Why was he cheering for a Pred? He would be happy when the whole ordeal was over and things went back to normal. Teaming up with the Preds just wasn't right.

"Look, Big Bot!" Cheetor yelled. "It's the others!"

Optimus turned briefly enough to see the Animorphs racing away from the Predicon base. Clutched safely in Ax's hands was the machine. They had it! But now that they did…what would they do with it?

Ax was surveying the scene with all four of his eyes. The first thing he noticed was the Abomination looming over all in the form he had used to murder Elfangor. The thought made Ax seethe inside, but he had to force himself to set aside that emotion. Prince Jake was relying on him to get the group home. That was when he saw one of the few remaining human controllers attempting to defend herself with a dracon beam.

A dracon beam was what had caused this whole mess in the first place! Perhaps, Ax thought, perhaps if he were able to recreate the cause of the accident…that might be enough to reverse the process. It appeared that Tarantulas had restored the machine to the state it had been in when the Yeerks had it.

_Prince Jake!_ Ax announced. _I have an idea!_

_That's great, Ax! What is it?_

_I require that dracon beam!_ Ax said. _I believe I can use it to recreate what brought us here._

Jake's first instinct was to ask if Ax was absolutely sure about that idea. But at that point, Jake was tired of the whole thing and was willing to try anything that might get them back home. He was finally getting used to working with the Maximals, but enough was enough.

_Cassie, distract that controller!_ Jake ordered. _Rachel, Marco! One of you get that dracon beam!_

_Got it, boss,_ Marco replied.

One can only guess what must have been going through that one controller's mind as a wolf, bear and gorilla came racing at her from three different directions. What was certain, however, was that she had had enough. Her reaction was to drop the dracon beam and run the other way. She was beyond caring what the Visser did to her.

Though she didn't have much to worry about, as Visser Three was more concerned with the robots assaulting him from all sides.

Marco reached down and snatched up the dracon beam. He raced to get it back to Ax, but when he was halfway there one of Visser Three's tentacles whipped him away and the weapon went flying out of his hand.

_Marco!_ Jake yelled.

Ax went into full gallop after the weapon. He tucked the machine under one arm and reached down to pick up the gun with the other. Trying not to break it before necessary, Ax put the machine on the ground and tried to get sufficient distance before he fired at it. He also wanted to be sure that he hit none of his friends.

Visser Three finally noticed what was happening and paused in shock for a moment. He watched as Ax backed up and aimed the dracon beam at the machine. With lightning reflexes he whipped a tentacle in Ax's direction.

It was too bad that Ax was faster. He was already in the act of pulling the trigger as the Visser yelled.

_Don't you…_

A small explosion wracked the area and a bright white light blinded everyone in it.

_Here we go again!_ Marco yelled.

When the flash subsided, the Maximals and Predicons looked around. The animals were nowhere to be seen. Neither were the humans nor the aliens. They were all gone.

Megatron glanced around before turning and pointing his weapon at Optimus.

Optimus rolled his eyes and said, "Haven't you had enough for one day, Megatron?"

Megatron gave this some consideration before lowering his weapon and saying, "Perhaps you are right, Primal. Another time, then."

Without another word, the Predicons gathered themselves up (quite literally in Waspinator's case) and made their way back into their base.

The Maximals, back in beast mode, were making the journey back to their own base.

"Do you think they made it back?" Cheetor asked after a long period of thoughtful silence.

Optimus pondered it over for a moment before he smirked and said, "I think so, Cheetor."

None of the Maximals said anything, but each of them would secretly miss the brave group of young humans.

Optimus wished he could have spoken more to Jake about their struggle. Cheetor had wanted to talk to Marco more, he had seemed ultra gear. Tigatron would have liked to talk with Tobias and Cassie. They seemed to share his peaceful spirit.

Meanwhile, Dinobot silently saluted Rachel. She would be thrilled to know that, in his mind, Dinobot regarded her as a fellow warrior of honor.

On the other side, when the bright light faded, the Animorphs were greeted with a sight they did not expect. They hadn't appeared in the lab where the whole ordeal began. Instead they were in the woods by where they had stashed their clothes. In stunned silence they demorphed and changed.

When they looked around, the machine was nowhere to be found. In truth, it was a smoldering and unsalvageable wreck back by the Predicon base.

"How did we get back here?" asked Cassie.

"Any idea, Ax?" Jake asked.

_I do not know, Prince Jake,_ Ax confessed. _It is a mystery to me._

"If it's a mystery to Ax," said Marco, "then us humans have no chance of figuring it out. I say we just be glad we're back."

"I still free," said a voice.

The group turned and saw Dak standing a ways off. Apparently he had been close enough to them that he had been transported there as well.

"Hey, Tobias," said Jake. "Think you could show our friend to his new home?"

_No problem,_ Tobias replied. _Follow me, Dak. I can take you to other free Hork-Bajir. You can live there._

Before Dak walked away, he faced the group and said, "I fellana. I thank you."

"Anytime," Jake replied.

Erik informed the group later, when they were telling him their story, that Visser Three and the remaining controllers had appeared back in the lab. He was pretty certain that Visser Three wouldn't be trying anything with time machines again in the near, or far, future.

"Hey, Jake?" Marco asked.

"Yeah?"

"Can we just go back and play video games now?"

**As the Animorphs walked away, they were unaware that they were being watched. The man, if he could be called that, smiled in a knowing way. Little did anyone suspect that the "time machine" was nothing of the sort. If things had been left to play out on their own, the "accident" would have been nothing but a mere explosion with no time traveling results.

Things on the Maximal and Predicon side had been a little more tricky to manipulate. False memories had to be programmed into Tarantulas as well as false files in his computer. It was necessary to add the erase protocol if Tarantulas delved too deeply. So, in truth, Tarantulas had never designed such a machine and neither did Starscream. It had all been planted.

In usual circumstances, the group should have appeared where they began the ordeal. Though the man thought that the group had endured enough. They did not need a renewed battle with the Visser upon their return. So the man graciously returned them to where they had originally began.

Yes, he had bent the rules. He was not supposed to interfere, but they would never know. This mission had served a purpose. The group had grown and learned.

_Yes, _the Ellimist thought. _They have learned well._

**THE END**


	41. Author's Note

**AUTHOR'S NOTE:**

Well, after a year of writing, we have finally come to the end of the story. It's hard to believe, and I know it seemed like this thing was never going to end. But here it is. In Word I believe this story ended up being 102 pages long. Quite a lot for something that originally was started because I was bored one day.

I just want to thank those of you who have been reading this story since I started posting it. I hope the parts were worth the often long waits and overall I hope you enjoyed this story.

Thanks also go out to those who posted reviews whether they were suggestions or praise for a part. I appreciate them all.

And I won't forget those who read this later down the line. Thank you for reading.

I hope you enjoyed this story and it kept you occupied for a while.


End file.
